e10vk
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual
report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2006
Commission file number: 1-13738
PSYCHEMEDICS CORPORATION
(exact name of registrant as specified in its charter)
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Delaware
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58-1701987 |
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification No.) |
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125 Nagog Park, Acton, MA
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01720 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: 978-206-8220
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $.005 Par Value
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American Stock Exchange |
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(Title of class)
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(name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
YES o NO þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is
not contained herein and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by
check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
o Accelerated
filer o
Non-accelerated filer þ
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
YES
o NO
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On June 30, 2006 the aggregate market value of the voting stock held by non-affiliates of the
registrant (assuming for these purposes, but without conceding, that all executive officers,
directors and 5% shareholders are affiliates of the Registrant) was $57,448,367. On March 30,
2007, 5,196,047 shares of Common Stock, $.005 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III Portions of the Registrants Proxy Statement relative to the 2007 Annual Meeting of
Stockholders to be held on May 10, 2007.
TABLE OF CONTENTS
PART I
The information provided by the Company in this Report may contain forward-looking information
which involves risks and uncertainties, such as statements of the Companys plans, objectives,
expectations and intentions. The cautionary statements made in this report should be read as being
applicable to all forward-looking statements wherever they appear in this report. The Companys
actual results could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include those discussed in Item 1A and Item 7 below, as well as
those discussed elsewhere herein.
Item 1. Business
General
Psychemedics Corporation (the Company) is a Delaware corporation organized on September 24, 1986
to provide testing services for the detection of abused substances through the analysis of hair
samples. The Companys testing methods utilize a patented technology to perform radioimmunoassays
on enzymatically dissolved hair samples with confirmation testing by mass spectrometry.
The Companys primary application of its patented technology is as a testing service that analyzes
hair samples for the presence of certain drugs of abuse. Employing radioimmunoassay procedures to
drug test hair samples differs from the more commonly used approach in which immunoassay procedures
are employed to test urine samples. The Companys tests provide quantitative information that can
indicate the approximate amount of drug ingested as well as historical data, which can show a
pattern of individual drug use over a period of time. This information is useful to employers for
both applicant and employee testing, as well as to physicians, treatment professionals, law
enforcement agencies, school administrators, parents concerned about their childrens drug use and
other individuals or entities engaged in any business where drug use or potential drug use is an
issue. The Company provides commercial testing and confirmation by mass spectrometry using
industry-accepted practices for cocaine, marijuana, PCP, methamphetamine (including Ecstasy, which
is difficult to detect in urine due to sporadic use patterns and rapid clearance from the body),
and opiates (including heroin and oxycodone).
Testing services are currently performed at the Companys laboratory at 5832 Uplander Way, Culver
City, California. The Companys services are marketed under the name RIAH (Radioimmunoassay of
Hair), a registered service mark.
Development of Radioimmunoassay of Hair
The application of unique radioimmunoassay procedures to the analysis of hair was initially
developed in 1978 by the founders of the Company, Annette Baumgartner and Werner A. Baumgartner,
Ph.D. The Baumgartners demonstrated that when certain chemical substances enter the bloodstream,
the blood carries these substances to the hair where they become entrapped in the protein matrix
in amounts approximately proportional to the amount ingested. The Companys patented drugs of
abuse testing procedure involves direct analysis of liquefied hair samples by radioimmunoassay
procedures utilizing effective reagents and unique antibodies. The antibodies detect
the presence of a specific drug or drug metabolite in the liquefied hair sample by reacting with
the drug present in the sample solution as well as an added radioactive analog of
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the drug. The resulting antibody-drug complex is precipitated and analyzed. The amount of drug present in the
sample is inversely proportional to the amount of radioactive analog in the precipitate. RIA
positive results are then confirmed by Mass Spectrometry. Depending upon the length of head hair,
the Company is able to provide historical information on drug use by the person from whom the
sample was obtained. Since head hair grows approximately 1.3 centimeters per month, a 3.9
centimeter head hair sample can reflect drug ingestion over the approximate several months prior to
the collection of the sample. Another testing option involves sectional analysis of the head hair
sample. In this procedure, the hair is sectioned lengthwise to approximately correspond to certain
time periods. Each section corresponds to a time period, which allows the Company to provide
information on patterns of drug use.
Validation of the Companys Proprietary Testing Method
The process of analyzing human hair for the presence of drugs using the Companys patented method
has been the subject of numerous peer-reviewed, scientific field studies. Results from the studies
that have been published or accepted for publication in scientific journals are generally favorable
to the Companys technology. Some of these studies were performed with the following
organizations: Boston University School of Public Health; Citizens for a Better Community Court,
Columbia University; Connecticut Department of Mental Health and Addictive Services; Koba
Associates-DC Initiative, Harvard Cocaine Recovery Project, Hutzel Hospital, ISA Associates
(Interscience America)-NIDA Workplace Study, University of California-Sleep State Organization,
Maternal/Child Substance Abuse Project, Matrix Center, National Public Services Research Institute,
Narcotic and Drug Research Institute, San Diego State University-Chemical Dependency Center,
Spectrum Inc., Stapleford Centre (London), Task Force on Violent Crime (Cleveland, Ohio);
University of Miami-Department of Psychiatry, University of Miami-Division of Neonatology,
University of South Florida-Operation Par Inc., University of Washington, VA Medical
Center-Georgia, U.S. Probation Parole-Santa Ana, and Wayne State University. The above studies
include research in the following areas: effects of prenatal drug use, treatment evaluation,
workplace drug use, the criminal justice system and epidemiology. Many of the studies have been
funded by the National Institute of Justice or the National Institute on Drug Abuse (NIDA).
Several hundred research articles written by independent researchers have been published supporting
the general validity and usefulness of hair analysis.
Some of the Companys customers have also completed their own testing to validate the Companys
proprietary hair testing method as a prelude to utilizing the Companys services. These studies
have consistently confirmed the Companys superior detection rate compared to urinalysis testing.
When results based on the Companys patented hair testing method were compared to urine results in
side-by-side evaluations, 4 to 10 times as many drug abusers were accurately identified by the
Companys proprietary method. In addition to these studies, the Companys proprietary method is
validated through the services it offers to the thousands of clients for whom it has performed
testing.
In 1998, the National Institute of Justice, utilizing Psychemedics hair testing, completed a
Pennsylvania Prison study where hair analysis revealed an average prison drug use level of
approximately 7.9% in 1996. Comparatively, urinalysis revealed virtually no positives. After
measures to curtail drug use were instituted (drug-sniffing dogs,
searches and scanners), the use level fell to approximately 2% according to the results of hair
analysis in 1998. Again, the urine tests showed virtually no positives. The study illustrates the
usefulness of hair analysis to monitor populations and the weakness of urinalysis.
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The Company has received 510k clearance from the United States Food and Drug Administration (FDA)
on all five of its assays used to test human hair for drugs of abuse. As of the date of this
report, Psychemedics was the only company that has received FDA clearance for a five-drug panel
test including both head and body hair samples for drugs of abuse. See Government
Regulation.
Advantages of Using the Companys Patented Method
The Company asserts that hair testing using its patented method confers substantive advantages
relative to existing means of drug detection through urinalysis. Although urinalysis testing can
provide accurate drug use information, the scope of the information is short-term and is generally
limited to the type of drug ingested within a few days of the test. Studies published in many
scientific publications have indicated that most drugs disappear from urine within a few days.
In contrast to urinalysis testing, hair testing using the Companys patented method can provide
long-term historical drug use information resulting in a significantly wider window of detection.
This window may be several months or longer depending on the length of the hair sample. The
Companys standard test offering, however, uses a 3.9 centimeter length head hair sample cut close
to the scalp which measures use for approximately the previous several months.
This wider window enhances the detection efficiency of hair analysis, making it particularly useful
in pre-employment testing. Hair testing not only identifies more drug users, but it may also
uncover patterns and severity of drug use (information most helpful in determining the scope of an
individuals involvement with drugs), while serving as a deterrent against the use of drugs. Hair
testing employing the Companys patented method greatly reduces the incidence of false negatives
associated with evasive measures typically encountered with urinalysis testing. For example,
urinalysis test results are adversely impacted by excessive fluid intake prior to testing and by
adulteration or substitution of the urine sample. Moreover, a drug user who abstains from use for
a few days prior to urinalysis testing can usually escape detection. Hair testing is effectively
free of these problems, as it cannot be thwarted by evasive measures typically encountered with
urinalysis testing. Hair testing is also attractive to customers since sample collection is
typically performed under close supervision yet is less intrusive and less embarrassing for test
subjects.
Hair testing using the Companys patented method (with mass spectrometry confirmation) further
reduces the prospects of error in conducting drug detection tests. Urinalysis testing is more
susceptible to problems such as evidentiary false positives resulting from passive drug exposure
(e.g. poppy seeds). To combat this problem, in federally mandated testing, the opiate cutoff
levels for urine testing were raised 667% (from 300 to 2,000 ng/ml) on December 1, 1998 and testing
for the presence of a heroin metabolite, 6-AM, was required. These requirements, however,
effectively reduced the detection time frame for confirmed heroin with 6-AM in urine down to
several hours post drug use. In contrast, the metabolite 6-AM is stable in hair and can be
detected for months.
In the event a positive urinalysis test result is challenged, a test on a newly collected urine
sample is not a viable remedy. Unless the forewarned individual continues to use drugs prior to
the date of the newly collected sample, a re-test may yield a negative result when using urinalysis
testing because of temporary abstinence. In contrast, when the Companys hair testing method is
offered on a repeat hair sample, the individual
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suspected of drug use cannot as easily affect the
results because historical drug use data remains locked in the hair fiber.
When compared to other hair testing methods, not only are the Companys assays the only five panel
hair test assays cleared by the FDA that include both head and body hair (as of March 30, 2007, the
date of the filing of this report), they also employ a unique patented method of enzyme digestion
that the Company believes allows for the most efficient release of drugs from the hair without
destroying the drugs. The Companys method of releasing drugs from hair is a key advantage and
results in superior detection rates.
Disadvantages of Hair Testing
There are some disadvantages of hair testing as compared to drug detection through urinalysis.
Because hair starts growing below the skin surface, drug ingestion evidence does not appear in hair
above the scalp until approximately five to seven days after use.
Thus, hair testing is not suitable for determining drug presence in for cause testing as is done
in connection with an accident investigation. It does, however, provide a drug history which can
complement urinalysis information in for cause testing.
Currently, radioimmunoassay testing using hair samples under the Companys patented method is only
practiced by Psychemedics Corporation.
The Companys prices for its tests are generally somewhat higher than prices for tests using
urinalysis, but the Company believes that its superior detection rates provide more value to the
customer. This pricing policy could, however, adversely impact the growth of the Companys sales
volume.
Patents
In 1994, the Company was issued its first patent, U.S. Patent No. 5,324,642 (the 642 Patent) by
the United States Patent and Trademark Office. This patent pertains to the Companys universal
drug extraction procedure and radioimmunoassay technology for the detection of drugs in hair
specimens. Some of the research on the inventions covered by the 642 Patent was conducted at the
Veterans Administration Hospital (VA). Therefore, the U.S. government has been granted a
nonexclusive, irrevocable, royalty-free license to use the basic invention covered by the 642
Patent, for all governmental purposes. In 1995, the Company was granted a second patent pertaining
to the immuno-chemical screening assay for marijuana, which is the most difficult drug to detect.
In 1996, the Company was issued its first European patent on the base hair analysis method. The
Company was also issued a European patent in 1996 on another aspect
of the Companys technology, related to the use of detergents to enhance the hair digestion portion
of the methodology.
In October 1998, the Japanese Patent Office informed the Company that it had allowed the pending
Japanese patent application containing broad claims to the Companys proprietary hair test for
drugs of abuse.
In August 1999, the Canadian Patent Office issued the Company a patent containing broad claims to
the Companys proprietary basic hair analysis method.
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In December 1999, the Company was issued European patents related to the analysis of marijuana
analyte in hair. As a result of the issuance of this patent, national patents are in effect in
Germany, France, Italy, the United Kingdom and Spain.
In February 2000, a third U.S. patent was issued which extends protection to yet another aspect of
the Companys methodology. This patent provides for the use of metal salt to deactivate certain
reagents used in the method, thus enhancing efficiency.
In December 2001, a Japanese certificate of patent was issued related to the use of detergents in
the Psychemedics hair analysis process.
In January 2002, a second Canadian patent was issued, which relates to the use of ion exchange
resins in the marijuana assay.
In February 2002, a fourth U.S. patent was issued that covers the base hair analysis method and
broadens considerably the scope of the original U.S. patent.
In June 2003, a fifth U.S. patent was issued which covers degradation of a keratin structure,
filtering to remove particulate substances present in the digest solution that may interfere with
the screen methods, and analysis of the digest to determine the identity and amount of the drug
present.
A sixth U.S. patent, issued in September 2005, describes the use of biological detergents with our
hair analysis methods to aid in the digestion of hair without damaging the drug analytes trapped in
the original hair structure.
Certain aspects of the Companys hair analysis method are based on trade secrets owned by the
Company. The Companys ability to protect the confidentiality of these trade secrets is dependent
upon the Companys internal safeguards and upon the laws protecting trade secrets and unfair
competition. In the event that patent protection or protection under the laws of trade secrets
were not sufficient and the Companys competitors succeeded in duplicating the Companys products,
the Companys business could be materially adversely affected.
Target Markets
1. Workplace
The Company focuses its primary marketing efforts on the private sector, with particular emphasis
on job applicant and employee testing.
Most businesses use drug testing to screen job applicants and employees. The American Management
Association (AMA) survey from 2004 indicated that 62% of surveyed firms were engaged in some form
of drug testing. The prevalence of drug screening programs reflects a concern that drug use
contributes to employee health problems and costs (increased absenteeism, workers compensation
claims and reduced productivity, etc.) and in certain industries, safety hazards. It has been
estimated that the cost to American businesses is more than $100 billion annually.
The principal criticism of employee drug testing programs centers on the effectiveness of the
testing program. Most private sector testing programs use urinalysis. Such programs are
susceptible to evasive maneuvers and the inability to obtain identical repeat samples in the event
of a challenged result. An industry has developed over the
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Internet, and through direct mail,
marketing a wide variety of adulterants, dilutants, clean urine and devices to assist drug users in
falsifying urine test results.
Moreover, scheduled tests such as pre-employment testing and some random testing programs provide
an opportunity for many drug users to simply abstain for a few days in order to escape detection by
urinalysis.
The Company presents its patented hair analysis method to potential clients as a better technology
well suited to employer needs. Field studies and actual client results support the accuracy and
effectiveness of the Companys patented technology and its ability to detect varying levels of drug
use. This information provides an employer with greater flexibility in assessing the scope of an
applicants or an employees drug problem.
The Company performs a confirmation test of all presumptive positive results through mass
spectrometry. The use of mass spectrometry is an industry accepted practice used to confirm
positive drug test results of an initial screen. In an employment setting, mass spectrometry
confirmation is typically used prior to the taking of any disciplinary action against an employee.
The Company offers its clients a five-drug screen with mass spectrometry confirmation of cocaine,
PCP, marijuana, amphetamines (including Ecstasy), and opiates (including heroin and oxycodone).
2. Schools
The Company currently serves hundreds of schools in a majority of states and in several foreign
countries as clients. The Company offers its school clients the same five-drug screen with mass
spectrometry confirmation that is used with the Companys workplace testing service.
3. Parents
The Company also offers a personal drug testing service, known as PDT-90â , for parents
concerned about drug use by their children. It allows parents to collect a small sample from their
child in the privacy of the home, send it to the Companys laboratory and have it tested for drugs
of abuse by the Company. The PDT-90 testing service uses the same patented method that is used
with the Companys workplace testing service.
4. Research
The Company is involved in ongoing studies involving use of drugs of abuse in various populations,
including the following: National Development and Research Institute; Connecticut Department of
Mental Health and Addiction; Columbia University; polypharmaceuticals studies at Duke University;
PREDICT programs studying outcomes of early intervention at Yale University, University of Toronto,
and University of North Carolina at Chapel Hill; maternal drug use studies at The Research
Institute of Addiction at SUNY, Buffalo, NY; human metabolic studies with ecstasy at the Chemistry
and Drug Metabolism Section, NIDA, Baltimore, MD; studies of motivational intervention to change
risky sexual behavior at Boston University; studies using P.E.T. Imaging to determine MDMA
neurotoxicity; and studies of neurocognitive consequences of long term MDMA (ecstasy) use.
Sales and Marketing
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The Company markets its corporate drug testing services primarily through its own sales force.
Sales offices are located in several major cities in the United States in order to facilitate
communications with corporate employers. The Company markets its home drug testing service,
PDT-90, through the Internet and retail distributors.
Competition
The Company competes directly with numerous commercial laboratories that test for drugs primarily
through urinalysis testing. Most of these laboratories, such as Laboratory Corporation of America
and Quest Diagnostics, have substantially greater financial resources, market identity, marketing
organizations, facilities, and numbers of personnel than the Company. The Company has been
steadily increasing its base of corporate customers and believes that future success with new
customers is dependent on the Companys ability to communicate the advantages of implementing a
drug program utilizing the Companys patented hair analysis method.
The Companys ability to compete is also a function of pricing. The Companys prices for its tests
are generally somewhat higher than prices for tests using urinalysis. However, the Company
believes that its superior detection rates, coupled with the customers ability to test less
frequently due to hair testings wider window of detection (several months versus approximately
three days with urinalysis) provide more value to the customer. This pricing policy could,
however, lead to slower sales growth for the Company.
Although other laboratories have begun offering hair testing, the Company is the only laboratory
with FDA clearance for a five-drug panel test including both head and body hair samples for drugs
of abuse. To date, no other laboratory engaged in hair testing has received approval or clearance
from the FDA on all of its assays for the testing of both head and body hair samples (two other
laboratories have either partial FDA clearance or clearance specific to head hair samples only).
Additionally, several of these laboratories that purport to test hair samples use a method that the
Company presumes includes the use of a form of immunoassay procedures. The Company, however, does
not believe that immunoassay testing of hair samples is as effective on a commercial basis without
using the Companys unique patented method, which allows for the efficient release of drugs from
the hair through enzyme digestion without destroying the drugs.
Government Regulation
The Company is licensed as a clinical laboratory by the State of California as well as certain
other states. All tests are performed according to the laboratory standards established by the
Department of Health and Human Services, through the Clinical Laboratories Improvement Amendments
(CLIA), and various state licensing statutes.
A substantial number of states regulate drug testing. The scope and nature of such regulations
varies greatly from state to state and is subject to change from time to time. The Company
addresses state law issues on an ongoing basis.
In 2000 the FDA issued regulations under the Federal Food, Drug and Cosmetic Act, as amended (the
FDC Act) with respect to companies that market drugs of abuse test sample collection systems.
Under the regulations, companies engaged in the business of testing for drugs of abuse using a test
(screening assay) not previously recognized by the FDA are required to submit their assay to the
FDA for recognition prior to marketing. In addition, the laboratory performing the tests is
required to be certified by a recognized
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agency. The regulations included a transitional period in
order for companies not immediately in compliance with the proposed requirements to obtain the
necessary data they needed for submission to the FDA.
By May 3, 2002, the Company had received 510k clearance to market all five of its assays. As of
the date of the filing of this report (March 30, 2007), the Company is the only laboratory using a
full five-drug panel of FDA-cleared hair testing assays that includes the testing of both head and
body hair samples.
In December 2003, the FDA issued revised draft guidance for manufacturers of drug screening tests,
clarifying the FDAs position on laboratory and non-laboratory tests. The FDA indicated its intent
to enforce the FDC Act. In June 2005, the FDA issued a public message confirming the need for FDA
clearance of screening tests used by businesses and consumers to detect the presence of drugs of
abuse.
In April, 2004, the Drug Testing Advisory Board (DTAB) of the Substance Abuse and Mental Health
Services Administration (SAMHSA) proposed a revision to the Mandatory Guidelines for use in
federal workplace programs. In the Proposal, the Mandatory Guidelines would be amended so as to
include hair and other specimens as permissible specimens that may be collected for federal
workplace drugs-of-abuse testing. However, revised final Mandatory Guidelines have not yet been
promulgated. Should the Mandatory Guidelines be amended as contemplated by the Proposal, then the
federal workplace market, previously limited to only urine testing, will be available to the
Company.
Research and Development
The Company is continuously engaged in research and development activities. During the years ended
December 31, 2006, 2005 and 2004, $444,532, $335,769 and $329,419, respectively, were expended for
research and development. The Company continues to perform research activities to develop new
products and services and to improve existing products and services utilizing the Companys
proprietary technology. The Company also continues to evaluate methodologies to enhance its drug
screening capabilities. Additional research using the Companys proprietary technology is being
conducted by outside research organizations through government-funded studies.
Additional research has been conducted in the measurement of concentrations of marijuana by Gas
Chromatography/Mass Spectrometry/Mass Spectrometry, (GC/MS/MS). This has been the most
challenging, and requires the most sensitive of equipment for its accurate measurement and
qualitative identification.
Research has continued on the interactions of different types of hair with drugs in the environment
and from actual drug usage. This work has concentrated on assessments of various published methods
for removal of externally deposited drug from hair surfaces and on methods of extraction of
metabolically deposited drugs from the solid hair matrix. Some of the work has been presented at
meetings of the Society of Forensic Toxicologists and the European Society of Hair Testing. A
chapter on Hair Analysis by Psychemedics scientists is included in a 2006 book, Analytical and
Practical Aspects of Drug Testing in Hair, CRC Press.
Sources and Availability of Raw Materials
Since its inception, the Company has purchased raw materials for its laboratory services from
outside suppliers. The most critical of these raw materials are the radio-
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labeled drugs which the
Company purchases from a single supplier, although other suppliers of radio-labeled drugs exist.
The Company has entered into an agreement with its principal supplier to purchase certain
proprietary information regarding the manufacture of such radio-labeled drugs owned by the supplier
in the event that the supplier ceases to be able to supply such radio-labeled drugs to the Company.
Employees
As of December 31, 2006, the Company had 104 full-time equivalent employees, of whom two full-time
employees were in research and development. None of the Companys employees is subject to a
collective bargaining agreement.
Available Information
The Companys Internet website address is www.psychemedics.com (and www.drugtestwithhair.com). The
Companys annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to those reports are available through its Internet website as soon as reasonably
practicable after the Company electronically files such material with, or furnishes it to, the SEC.
The Companys Internet website and the information contained therein or connected thereto are not
intended to be incorporated into this Annual Report on Form 10-K.
The public may also read and copy any materials that the Company files with the SEC at the SECs
website www.sec.gov, which contains reports, proxy and information statements and other information
that all public companies file with the SEC. In addition, the public may read and copy any
materials the Company files with the SEC at the SECs Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information about the SECs Public Reference
Room by calling 1-800-SEC-0330.
Item 1A. Risk Factors
This report contains forward-looking statements that involve risks and uncertainties, such as
statements of our objectives, expectations and intentions. The cautionary
statements made in this report should be read as applicable to all forward-looking statements
wherever they appear in this report. Our actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences include those
discussed below, as well as those discussed elsewhere in this report.
Companies may develop products that compete with our products and some of these companies may be
larger and better capitalized than we are.
Many of our competitors and potential competitors are larger and have greater financial resources
than we do and offer a range of products broader than our products. Some of the companies with
which we now compete or may compete in the future may develop more extensive research and marketing
capabilities and greater technical and personnel resources than we do, and may become better
positioned to compete in an evolving industry. Failure to compete successfully could harm our
business and prospects.
Our results of operations are subject in part to variation in our customers hiring practices and
other factors beyond our control.
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Our results of operations have been and may continue to be subject to variation in our customers
hiring practices, which in turn is dependent to a large extent on the general condition of the
economy. Results for a particular quarter may vary due to a number of factors, including:
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economic conditions in our markets in general; |
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economic conditions affecting our customers and their particular industries; |
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the introduction of new products and product enhancements by us or our competitors; and |
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pricing and other competitive conditions. |
Our business could be harmed if we are unable to protect our proprietary technology.
We rely primarily on a combination of trade secrets, patents and trademark laws and confidentiality
procedures to protect our technology. Despite these precautions, unauthorized third parties may
infringe or copy portions of our technology. In addition, because patent applications in the
United States are not publicly disclosed until either (1) 18 months after the application filing
date or (2) the publication date of an issued patent wherein applicant(s) seek only US patent
protection, applications not yet disclosed may have been filed which relate to our technology.
Moreover, there is a risk that foreign intellectual property laws will not protect our intellectual
property rights to the same extent as United States intellectual property laws. In the absence of
significant patent protection, we may be vulnerable to competitors who attempt to copy our
products, processes or technology.
Our future success will depend on the continued services of our key personnel.
The loss of any of our key personnel, particularly our key sales and marketing personnel, could
harm our business and prospects. Our success will also depend upon our ability to attract and
retain other qualified managerial and technical personnel. We may not be able to attract and
retain personnel necessary for the development of our business. We do not have any key man life
insurance for any of our officers or other key personnel.
Our reliance on one supplier for certain raw materials used in our testing procedures could harm
our business and prospects.
Since its inception, the Company has purchased raw materials for its laboratory services from
outside suppliers. The most critical of these raw materials are the radio-labeled drugs, which the
Company purchases from a single supplier, although other suppliers of radio-labeled drugs exist.
The Company has entered into an agreement with its principal supplier to purchase certain
proprietary information regarding the manufacture of such radio-labeled drugs owned by the supplier
in the event that the supplier ceases to be able to supply such radio-labeled drugs to the Company.
Obtaining alternative sources of supply of the radio-labeled drugs could involve delays and other
costs; however, the Company maintains a surplus supply. The failure of the Companys primary or
any alternative supplier of radio-labeled drugs to provide such radio-labeled drugs at an
acceptable price, or an interruption of supplies from such a supplier and the exhaustion of the
Companys current supply on hand could result in lost or deferred sales. The Company is currently
engaged in an arbitration proceeding to protect the inventory of antibodies that it uses.
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We have and will continue to incur stock-based compensation charges related to certain stock
options and restricted stock grants.
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 123R, Share-Based Payment (123R), an amendment of FASB Statements
Nos. 123 and 95, that addresses the accounting treatment for employee stock options and other
share-based payment transactions. 123R eliminates the ability to account for share-based
compensation transactions using Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and requires that such transactions be accounted for using a
fair-value-based method and recognized as expenses. In response to 123R, the Company in 2006
ceased granting stock options and began issuing to executives restricted stock units instead. The
adoption of 123R and the Companys change in its equity compensation policy resulted in our
incurring as an expense in 2006 a portion of the fair value of stock-based awards granted in 2006.
In addition, we will incur expense in 2007 and 2008 as a result of such stock-based awards granted
in 2006 and we may incur expense in such years and in future years in the event future equity-based
awards are granted.
We are exposed to potential risks and we will incur costs as a result of the internal control
assessment and attestation process mandated by Section 404 of the Sarbanes-Oxley Act of 2002.
As currently proposed, coincident with the filing of our annual report for 2007, we are required to
assess the effectiveness of our internal control over financial reporting as required by Section
404 of the Sarbanes-Oxley Act of 2002. Documenting and testing the effectiveness of our internal
control over financial reporting will cause us to incur significant costs, including increased
accounting fees and increased staffing levels. It should be noted that the majority of our
documentation work has been completed. In connection with the filing of our annual report for
2008, we are required to provide an auditors attestation on internal controls.
If we fail to complete the Sarbanes-Oxley 404 evaluation in a timely manner, or if our independent
registered public accounting firm cannot attest in a timely manner to our evaluation, we could be
subject to regulatory scrutiny and a loss of public confidence in our internal controls. In
addition, any failure to implement required new or improved controls, or difficulties encountered
in their implementation, could harm our operating results or cause us to fail to meet our reporting
obligations. We intend to devote substantial time and incur substantial costs, as necessary, to
ensure ongoing compliance.
There is a risk that our insurance will not be sufficient to protect us from errors and omissions
liability or other claims, or that in the future errors and omissions insurance will not be
available to us at a reasonable cost, if at all.
Our business involves the risk of claims of errors and omissions and other claims inherent to our
business. We maintain errors and omissions and general liability insurance subject to deductibles
and exclusions. There is a risk that our insurance will not be sufficient to protect us from all
such possible claims. An under-insured or uninsured claim could harm our operating results or
financial condition.
Item 1B. Unresolved Staff Comments
12
Not applicable.
Item 2. Properties.
The Company maintains its corporate office and northeast sales office at 125 Nagog Park, Acton,
Massachusetts; the office is leased through November 2009.
The Company leases 18,000 square feet of space in Culver City, California, for laboratory purposes.
This facility is leased through December 31, 2012 with an option to renew for an additional three
years. The Company also leases an additional 5,400 square feet of space in Culver City, California
for customer service and information technology purposes. This office space is leased through
December 31, 2010 with an option to renew for an additional two years.
Item 3. Legal Proceedings.
The Company is involved in various suits and claims in the ordinary course of business. The
Company does not believe that the disposition of any such suits or claims will have a material
adverse effect on the continuing operations or financial condition of the Company.
Item 4. Submission of Matters To a Vote of Security Holders.
Not applicable.
13
PART II
Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities.
The Companys common stock is traded on the American Stock Exchange under the symbol PMD. As of
March 12, 2007, there were 266 record holders of the Companys common stock. The following table
sets forth for the periods indicated the range of prices for the Companys common stock as reported
by the American Stock Exchange and dividends declared by the Company. The number of record owners
was determined from the Companys stockholder records maintained by the Companys transfer agent
and does not include beneficial owners of the Companys common stock whose shares are held in the
names of various security holders, dealers and clearing agencies. The Company believes that the
number of beneficial owners of the Companys common stock held by others as or in nominee names
exceeds 2,000.
|
|
|
|
|
|
|
|
|
|
|
|
|
Calendar Period |
|
High |
|
Low |
|
Dividends |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter |
|
$ |
19.49 |
|
|
$ |
16.60 |
|
|
$ |
0.125 |
|
Third Quarter |
|
$ |
19.21 |
|
|
$ |
15.90 |
|
|
$ |
0.125 |
|
Second Quarter |
|
$ |
18.05 |
|
|
$ |
16.25 |
|
|
$ |
0.125 |
|
First Quarter |
|
$ |
19.05 |
|
|
$ |
13.75 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter |
|
$ |
14.35 |
|
|
$ |
11.15 |
|
|
$ |
0.10 |
|
Third Quarter |
|
$ |
15.10 |
|
|
$ |
12.96 |
|
|
$ |
0.10 |
|
Second Quarter |
|
$ |
15.60 |
|
|
$ |
12.18 |
|
|
$ |
0.08 |
|
First Quarter |
|
$ |
14.24 |
|
|
$ |
12.26 |
|
|
$ |
0.08 |
|
The Company has paid dividends over the past ten years. It most recently declared a dividend in
February 2007, which was paid in March 2007. The Companys current intention is to continue to
declare dividends to the extent funds are available and not required for operating purposes or
capital requirements, and only then, upon approval by the Board of Directors.
14
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2006 with respect to shares of the
Companys common stock that were issuable under the Companys 2006 Equity Incentive Plan (the 2006
Equity Incentive Plan) and the Companys 2000 Stock Option Plan (discontinued on May 11, 2006 in
connection with the adoption of the 2006 Equity Incentive Plan).
The table does not include information with respect to shares subject to outstanding options
granted under other equity compensation plans that were no longer in effect on December 31, 2006.
Footnote (2) to the table sets forth the total number of shares of common stock issuable upon the
exercise of options under such other expired or discontinued plans as of December 31, 2006, and the
weighted average exercise price of those options. No additional options may be granted under such
other expired or discontinued plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Securities to be |
|
|
|
|
|
|
issued upon |
|
Weighted average |
|
|
|
|
exercise of |
|
exercise price of |
|
Number of |
|
|
outstanding |
|
outstanding |
|
securities that |
|
|
options, warrants |
|
options, warrants |
|
remained available |
Plan category |
|
and rights |
|
and rights |
|
for future issuance |
|
|
(a) |
|
(b) |
|
(c) |
Equity compensation
plans approved by
security holders
(1) |
|
|
428,189 |
|
|
$ |
13.67 |
|
|
|
223,300 |
|
Equity compensation
plans not approved
by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
428,189 |
|
|
$ |
13.67 |
|
|
|
223,300 |
|
|
|
|
(1) |
|
Consists of the 2006 Equity Incentive Plan and the Companys 2000 Stock Option Plan
(discontinued on May 11, 2006 in connection with the adoption of the 2006 Equity Incentive
Plan). The weighted average exercise price of outstanding options under the 2000 Stock Option
Plan is $14.57 per share. |
|
(2) |
|
This table does not include information for the following stock option plans that were
discontinued or expired prior to December 31, 2006: the Companys 1989 Non-Qualified Stock
Option Plan (expired on September 22, 1999); the Companys 1989 Employee Stock Option Plan
(discontinued on May 11, 2000 in connection with the adoption of the 2000 Stock Option Plan);
the Companys 1991 Non-Qualified Stock Option Plan (expired on June 12, 2001). As of December
31, 2006, a total of 126,369 shares of common stock were issuable upon the exercise of
outstanding options under the foregoing discontinued or expired plans. The weighted average
exercise price of outstanding options under all three plans is $19.65 per share. No
additional options may be granted under these discontinued or expired plans. |
15
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG PSYCHEMEDICS CORPORATION,
AMEX MARKET INDEX AND RUSSELL 2000 INDEX
ASSUMES $100 INVESTED ON JAN. 1, 2001
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 |
|
|
2002 |
|
|
2003 |
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
PSYCHEMEDICS
CORPORATION |
|
|
|
100.00 |
|
|
|
|
57.79 |
|
|
|
|
60.24 |
|
|
|
|
85.61 |
|
|
|
|
93.71 |
|
|
|
|
134.30 |
|
|
|
RUSSELL 2000 INDEX |
|
|
|
100.00 |
|
|
|
|
78.42 |
|
|
|
|
114.00 |
|
|
|
|
133.94 |
|
|
|
|
138.40 |
|
|
|
|
162.02 |
|
|
|
AMEX MARKET VALUE
INDEX |
|
|
|
100.00 |
|
|
|
|
96.01 |
|
|
|
|
130.68 |
|
|
|
|
149.65 |
|
|
|
|
165.03 |
|
|
|
|
184.77 |
|
|
|
|
|
|
(1) |
|
The above graph assumes a $100 investment on January 1, 2001, through the end of
the 5-year period ended December 31, 2006 in the Companys Common Stock, the Russell
2000 Index and the AMEX Market Value Index. The prices all assume the reinvestment of
dividends. |
|
(2) |
|
The Russell 2000 Index is composed of the smallest 2,000 companies in the Russell
3,000 Index. The Company has been unable to identify a peer group of companies that
engage in testing of drugs of abuse, except for large pharmaceutical companies where
such business is insignificant to such companies other lines of businesses. The
Company therefore uses in its proxy statements a peer index based on market
capitalization. |
|
(3) |
|
The AMEX Market Value Index includes companies whose shares are traded on the
American Stock Exchange. |
16
Item 6. Selected Financial Data
The selected financial data presented below is derived from our financial statements and should be
read in connection with those statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Years Ended |
|
|
December 31, |
|
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
(In thousands, except for per share data) |
|
|
|
|
Revenue |
|
$ |
23,425 |
|
|
$ |
21,389 |
|
|
$ |
18,937 |
|
|
$ |
15,995 |
|
|
$ |
16,068 |
|
Gross profit (1) |
|
|
14,056 |
|
|
|
12,576 |
|
|
|
10,448 |
|
|
|
8,370 |
|
|
|
8,286 |
|
Income from operations |
|
|
7,563 |
|
|
|
6,326 |
|
|
|
4,331 |
|
|
|
1,938 |
|
|
|
1,936 |
|
Net income |
|
|
4,902 |
|
|
|
4,049 |
|
|
|
2,764 |
|
|
|
1,218 |
|
|
|
1,256 |
|
Basic net income per share |
|
|
0.95 |
|
|
|
0.79 |
|
|
|
0.54 |
|
|
|
0.23 |
|
|
|
0.24 |
|
Diluted net income per share |
|
|
0.94 |
|
|
|
0.78 |
|
|
|
0.54 |
|
|
|
0.23 |
|
|
|
0.24 |
|
Total assets |
|
|
12,948 |
|
|
|
11,145 |
|
|
|
8,434 |
|
|
|
7,267 |
|
|
|
8,083 |
|
Working capital |
|
|
10,534 |
|
|
|
7,832 |
|
|
|
5,126 |
|
|
|
3,786 |
|
|
|
4,540 |
|
Shareholders equity |
|
|
11,504 |
|
|
|
8,895 |
|
|
|
6,234 |
|
|
|
5,111 |
|
|
|
6,344 |
|
Cash dividends declared per
common share |
|
$ |
0.475 |
|
|
$ |
0.36 |
|
|
$ |
0.32 |
|
|
$ |
0.32 |
|
|
$ |
0.24 |
|
|
|
|
(1) |
|
For fiscal 2002 the Company has reclassified the cost of collecting hair samples from sales
and marketing expenses to cost of services to permit comparison with fiscal 2006, 2005, 2004
and 2003. This collection expense has traditionally been and continues to be one of the
activities and responsibilities of the Companys customer service department and prior to 2003
was included in sales and marketing expenses. The impact of this reclassification reduced
gross profit by $763,000 in 2002 and was offset by reduced sales and marketing expenses of
$763,000 in 2002, but had no effect on operating income or net income in 2002. |
17
Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
Factors That May Affect Future Results
From time to time, information provided by the Company or statements made by its employees may
contain forward-looking information which involves risks and uncertainties. In particular,
statements contained in this report which are not historical facts (including, but not limited to,
the Companys expectations regarding revenues, business strategy, anticipated operating results,
strategies with respect to governmental agencies and regulations, cash dividends and anticipated
cash requirements) may be forward-looking statements. The Companys actual results may differ
from those stated in any forward-looking statements. Factors that may cause such differences
include, but are not limited to, employee hiring practices of the Companys principal customers,
risks associated with the continued expansion of the Companys sales and marketing network,
development of markets for new products and services offered by the Company, the economic health of
principal customers of the Company, financial and operational risks associated with possible
expansion of testing facilities used by the Company, government regulation (including, but not
limited to, Food and Drug Administration regulations), competition, general economic conditions and
other risk factors identified under Risk Factors above. With respect to the continued payment of
cash dividends, factors include, but are not limited to, available surplus, cash flow, capital
expenditure reserves required, and other factors that the Board of Directors of the Company may
take into account.
Overview
For the second straight year, the Company set new records in both revenue and net income. Revenue
was $23.4 million in 2006, 10% above 2005 revenue of $21.4 million and 24% above 2004 revenue of
$18.9 million. Due to the increase in revenue and by maintaining tight controls over expenses, the
Company reported earnings per share (diluted) of $0.94, $0.78 and $0.54 in 2006, 2005 and 2004,
respectively. At December 31, 2006, the Company had $7.9 million of cash, cash equivalents and
short-term investments. During 2006, the Company had operating cash flow of $4.6 million and
distributed $2.5 million, or $0.475 per share, of cash dividends to its shareholders. To date, the
Company has paid forty-two consecutive quarterly cash dividends.
Results of Operations
Revenue was $23.4 million in 2006, as compared to $21.4 million in 2005 and $18.9 million in 2004,
representing an increase of 10% in 2006 and an increase of 13% in 2005 versus revenue in the prior
year. The increase in revenue for 2006 was due to an increase in testing volume while average
revenue per sample decreased slightly. The increase in testing volume for 2006 resulted from the
addition of new clients during 2006, while testing volume at existing clients decreased slightly.
The Companys revenue also included the recognition of $244,000 of deferred revenue pertaining to
prior sales of the Companys PDT 90 product, which the Company continues to sell to parents who are
concerned about drug abuse by their children. This revenue accounted for 1 percentage point of the
10% increase in revenue for 2006. The increase in revenue for 2005 was due to an increase in
testing volume while average revenue per sample remained relatively constant. The increase in
testing volume for
2005 resulted from the addition of new clients during 2005, while testing volume at existing
clients decreased slightly.
18
Gross margin was 60% of revenue in 2006 as compared to 59% of revenue in 2005 and 55% of revenue in
2004. Reduced depreciation and amortization and the aforementioned $244,000 of revenue recognized
in the fourth quarter were the primary reasons for the increase in gross margin for 2006 as
compared to 2005, as labor and material costs remained relatively constant. Also, fixed and
semi-variable direct costs were spread over a greater number of tests performed during 2006, as
compared to 2005. Improved efficiencies involving labor and materials along with reduced
depreciation and amortization were the primary reasons for the increase in gross margin for 2005,
as compared to 2004. The Company experienced reduced depreciation and amortization as more of its
fixed assets became fully depreciated. Also, fixed and semi-variable direct costs were spread over
a greater number of tests performed during 2005, as compared to 2004.
General and administrative expenses increased by $156,000 to $3.3 million in 2006 from $3.1 million
in 2005 and decreased by $67,000 to $3.1 million in 2005 from $3.2 million in 2004. The increase
in general and administrative expenses for 2006 as compared to 2005 was due primarily to an
increase in personnel expenses, business insurance and professional fees related to legal services,
offset by a decrease in professional fees related to corporate governance and a decrease in bad
debt expense. The decrease in general and administrative expenses for 2005 as compared to 2004 was
due primarily to a decrease in professional fees related to legal services and a decrease in rent
expense pertaining to the Companys headquarters, offset by an increase in personnel expenses,
business insurance and professional fees related to corporate governance. All other general and
administrative expenses remained relatively constant. General and administrative expenses
represented 14% of revenue in 2006 as compared to 15% of revenue in 2005 and 17% of revenue in
2004. The variation in general and administrative expenses as a percentage of revenue for 2006 and
2005, as compared to 2004, was primarily due to the factors previously discussed and an increased
revenue base in each of the years since 2004. The Company expects general and administrative
expenses to increase in absolute dollars and decrease as a percentage of revenue in 2007.
Marketing and selling expenses were relatively constant as compared to 2005, as they decreased by
only $22,000 to remain at $2.8 million in both 2006 and 2005, and increased by $194,000 to $2.8
million in 2005 from $2.6 million in 2004. The increase in marketing and selling expenses for 2005
as compared to 2004 was due primarily to an increase in personnel expenses pertaining to the
Companys sales, sales support and customer service staffs. Marketing and selling expenses as a
percentage of revenue were 12%, 13% and 14% in 2006, 2005 and 2004, respectively. The decrease in
marketing and selling expenses as a percentage of revenue for 2006 and 2005 as compared to 2004 was
primarily due to the factors previously discussed and an increased revenue base in each of the
years since 2004. The Company expects marketing and selling expenses to increase in absolute
dollars and decrease as a percentage of revenue in 2007 as resources are committed to direct
selling efforts to aggressively promote its drug testing services in order to expand its client
base.
Research and development expenses increased $109,000 to $445,000 in 2006 from $336,000 in 2005 and
increased $7,000 to $336,000 in 2005 from $329,000 in 2004. The increase in research and
development expenses for 2006 as compared to 2005
was due primarily to increased personnel and consulting expenses. Research and development
expenses remained relatively constant in 2005 as compared to 2004. Research and development
expenses represented 2% of revenues in 2006, 2005 and 2004. The Company does not expect any
significant changes in research and development expenses in 2007 as compared to 2006.
19
Other income increased $172,000 to $294,000 in 2006 as compared to 2005 and increased $74,000 to
$122,000 in 2005 as compared to 2004. The majority of other income for all three years represented
interest earned on cash equivalents and short-term investments. Interest income increased by
$173,000 in 2006 as compared to 2005 and by $87,000 in 2005 as compared to 2004 due to higher
average investment balances along with an increase in the yield on investment balances. The
remainder of other income represents amounts received in 2005 and 2004 as part of the favorable
resolution in late 2003 of a court case involving a collector of hair samples.
During 2006, the Company recorded a tax provision of $2,955,000, reflecting an effective tax rate
of 37.6%, as compared with effective tax rates of 37.2% in 2005 and 36.9% in 2004. The increase in
effective tax rates for 2006 and 2005 as compared to 2004 were due primarily to increased state
income taxes.
Liquidity and Capital Resources
At December 31, 2006, the Company had $7.9 million of cash, cash equivalents and short-term
investments, compared to $5.9 million at December 31, 2005. The Companys operating activities
generated net cash of $4,605,000 in 2006, $4,315,000 in 2005 and $2,269,000 in 2004. Investing
activities used $1,390,000 in 2006, $2,835,000 in 2005 and $391,000 in 2004. Financing activities
used $2,387,000 in 2006, $1,388,000 in 2005 and $1,641,000 in 2004.
Operating cash flow of $4,605,000 in 2006 principally reflects net income of $4,902,000 adjusted
for depreciation and amortization of $287,000, stock compensation expense of $94,000 and a decrease
of $170,000 in deferred income taxes offset primarily by a decrease of $427,000 in accrued
expenses, a decrease of $198,000 in deferred revenue and an increase of $431,000 in prepaid
expenses and other assets. Operating cash flow in 2006 was greater than 2005 due to the increase
in net income for 2006. Operating cash flow of $4,315,000 in 2005 principally reflects net income
of $4,049,000 adjusted for depreciation and amortization of $409,000 offset primarily by a decrease
of $187,000 in accounts payable and an increase of $141,000 in prepaid expenses and other assets.
Operating cash flow in 2005 was greater than 2004 due to the increase in net income for 2005.
Operating cash flow of $2,269,000 in 2004 principally reflects net income of $2,764,000 adjusted
for depreciation and amortization of $534,000 offset primarily by an increase of $1,140,000 in
accounts receivable. The non-cash effect of depreciation and amortization expense in 2006, 2005
and 2004 was $287,000, $409,000 and $534,000, respectively.
Investing cash flow principally reflects the purchase of short-term investments and capital
expenditures. During 2006 the Company purchased $1,133,000 of Taxable Auction Rate Preferred, 7
and 28 day Dutch Auction securities and securities issued by the U.S. Government. Capital
expenditures in 2006 were $257,000, a decrease of $32,000 from 2005 expenditures of $289,000. The
expenditures related principally to new equipment, including laboratory and computer equipment.
The Company currently plans to make capital expenditures of approximately $750,000 in 2007,
primarily in
connection with the purchase of additional laboratory and computer equipment. The Company believes
that within the next two to five years it may be required to expand its existing laboratory or
develop a second laboratory, the cost of which is currently believed to range from $2 million to $5
million, which the Company expects to fund primarily through its operating cash flows.
20
During 2006, 2005 and 2004, the Company did not repurchase any shares for treasury. The Company
has authorized 500,000 shares for repurchase since June of 1998 of which 466,351 shares have been
repurchased. The Company distributed $2,456,000, $1,857,000 and $1,641,000 of cash dividends to
its shareholders in 2006, 2005 and 2004, respectively.
Contractual obligations as of December 31, 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
|
1-3 |
|
|
4-5 |
|
|
After 5 |
|
|
|
|
|
|
One Year |
|
|
Years |
|
|
years |
|
|
Years |
|
|
Total |
|
Operating leases |
|
$ |
468,000 |
|
|
$ |
910,000 |
|
|
$ |
698,000 |
|
|
$ |
290,000 |
|
|
$ |
2,366,000 |
|
Purchase commitment |
|
|
588,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
588,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,056,000 |
|
|
$ |
910,000 |
|
|
$ |
698,000 |
|
|
$ |
290,000 |
|
|
$ |
2,954,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Commitment
The Company has a supply agreement with a vendor which requires the Company to purchase isotopes
used in its drug testing procedures from this sole supplier at prices based upon prior year
purchase levels. Purchases amounted to $543,832 in 2006, $494,302 in 2005 and $438,185 in 2004.
The Company expects to purchase approximately $588,000 in 2007. In exchange for exclusivity, the
supplier has provided the Company with the right to purchase the isotope technology at fair market
value under certain conditions, including the failure to meet the Companys purchase commitments.
This agreement does not include a fixed termination date; however, it is cancelable upon mutual
agreement by both parties or six months after termination notice by the Company of its intent to
use a different technology in connection with its drug testing procedures.
At December 31, 2006, the Companys principal sources of liquidity included $7.9 million of cash,
cash equivalents and short-term investments. Management currently believes that such funds,
together with future operating profits, should be adequate to fund anticipated working capital
requirements and capital expenditures in the near term. Depending upon the Companys results of
operations, its future capital needs and available marketing opportunities, the Company may use
various financing sources to raise additional funds. Such sources could include joint ventures,
issuance of common stock or debt financing, although there is no assurance that such financings
will be available to the Company on terms it deems acceptable, if at all. At December 31,
2006, the Company had no long-term debt.
The Company has paid dividends over the past ten years. It most recently declared a dividend in
February 2007, which was paid in March 2007 and amounted to $648,138. The Companys current
intention is to continue to declare dividends to the extent funds are available and not required
for operating purposes or capital requirements, and only then, upon approval by the Board of
Directors. There can be no assurance that in the future the Company will declare dividends.
21
Critical Accounting Policies
The Companys significant accounting policies are described in Note 1 to the financial statements
included in Item 8 of this Form 10-K. Management believes the most critical accounting policies
are as follows:
Revenue Recognition
The Company is in the business of performing drug testing and reporting the results thereof. The
Companys drug testing services include training for collection of samples and storage of positive
samples for its customers for an agreed-upon fee per unit tested of samples. The revenues are
recognized when the predominant deliverable, drug testing, is provided and reported to the
customer. The Company also provides expert testimony, when and if necessary, to support the test
results, which is generally billed separately and recognized as the services are provided.
In 2003, the Company adopted Emerging Issue Task Force (EITF) Issue No. 00-21, Revenue
Arrangements with Multiple Deliverables, which was effective for all transactions entered into
subsequent to June 15, 2003. The Company applied the consensus reached under EITF 00-21 and
concluded that the testing, training and storage elements are considered one unit of accounting for
revenue recognition purposes as the training and storage costs are de minimis and do not have
stand-alone value to the customer. The Company has concluded that the predominant deliverable in
the arrangement is the testing of the units and has recognized revenue as that service is performed
and reported to the customer.
Deferred revenue represents payments received in advance of the performance of drug testing
procedures. Deferred revenue is recognized as revenue when the underlying test results are
delivered. With respect to a portion of these transactions, there may be instances where the
customer ultimately does not require performance. Revenue is then recognized when the Company can
reasonably, reliably and objectively determine that it is remote that performance will be required
for an estimable portion of transactions. The Company recorded $244,000 of revenue in the fourth
quarter of 2006 related to test kits that were previously sold for which revenue had not been
recognized and the Companys obligations to provide service was deemed remote.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates, including bad debts and income taxes,
and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on managements assessment of the collectibility of
its customer accounts. Management reviews its accounts receivable aging for doubtful accounts and
specifically identifies accounts that may not be collectible. The Company routinely assesses the
financial strength of its customers and, as a consequence, believes that its accounts receivable
credit risk exposure is
limited. The Company maintains an allowance for potential credit losses but historically has not
experienced any significant losses related to individual customers or groups of
22
customers in any
particular industry or geographic area. Bad debt expense has been within managements
expectations.
Income Taxes
The Company accounts for income taxes using the liability method, which requires the Company to
recognize a current tax liability or asset for current taxes payable or refundable and a deferred
tax liability or asset for the estimated future tax effects of temporary differences between the
financial statement and tax reporting bases of assets and liabilities to the extent that they are
realizable. Deferred tax expense (benefit) results from the net change in deferred tax assets and
liabilities during the year. A deferred tax valuation allowance is required if it is more likely
than not that all or a portion of the recorded deferred tax assets will not be realized.
The Company had net deferred tax assets in the amount of $596,000 at December 31, 2006, which the
Company believes are fully realizable based upon expected future taxable income, which the
Companys believes is reasonably attainable in light of previous operating results during the past
three years.
The Company operates within multiple taxing jurisdictions and could be subject to audit in these
jurisdictions. These audits may involve complex issues, which may require an extended period of
time to resolve. The Company has provided for its estimated taxes payable in the accompanying
financial statements.
The above listing is not intended to be a comprehensive list of all of the Companys accounting
policies. In many cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with no need for
managements judgment in their application. There are also areas in which managements judgment in
selecting any available alternative would not produce a materially different result.
Recent Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes. FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a companys financial statements and prescribes a
recognition threshold and measurement process for financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure
and transition and will become effective for the Company for fiscal years beginning after December
15, 2006. The Company is in the process of evaluating the impact of adoption of FIN 48.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157
provides guidance for using fair value to measure assets and liabilities. It also responds to
investors requests for expanded information about the extent to which companies measure assets and
liabilities at fair value, the information used to measure fair value, and the effect of fair value
measurements on earnings.
SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured
at fair value, and does not expand the use of fair value in any new circumstances. SFAS 157 is
effective for financial statements issued for fiscal years beginning after November 15, 2007 and is
required to be adopted by the Company in
23
fiscal 2008. The Company is currently evaluating the
effect that the adoption of SFAS 157 will have on its results of operations and financial condition
but does not expect it to have a material impact.
In September 2006, the SEC issued SAB No. 108, Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides
guidance on the consideration of the effects of prior year misstatements in quantifying current
year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach
that requires quantification of financial statement errors based on the effects of each of the
companys balance sheet and statement of operations and the related financial statement
disclosures. Early application of the guidance in SAB 108 is encouraged in any report for an
interim period of the first fiscal year ending after November 15, 2006. The adoption of SAB 108 did
not have an impact on the Companys results of operations or financial condition.
In fiscal 2006, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS
154), which replaces APB Opinion No. 20, Accounting Changes and SFAS No.3, Reporting Accounting
Changes in Interim Financial Statements An Amendment of APB Opinion No. 28. SFAS 154, which was
adopted by the Company in fiscal 2006, provides guidance on the accounting for and reporting of
accounting changes and error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting principle and the
reporting of a correction of an error.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The following discussion about the Companys market risk disclosures involves forward-looking
statements. Actual results could differ materially from those projected in the forward-looking
statements. The Company is exposed to market risk related to changes in interest rates. The
Company does not use derivative financial instruments for speculative or trading purposes.
Interest Rate Sensitivity. The Company maintains a short-term investment portfolio consisting
principally of money market securities, Taxable Auction Rate Preferred, 7 and 28 day Dutch Auction
securities and securities issued by the U.S. Government that are not sensitive to sudden interest
rate changes.
Item 8. Financial Statements and Supplementary Data
The financial statements are included in this report on pages F-1 through F-18.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) The Companys principal executive officer and its principal financial officer, based on
their evaluation of the Companys disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form
10-K, have concluded that the Companys disclosure controls and procedures are effective for
ensuring that information required to be disclosed by the Company in the reports that it files or
submits under the Securities
24
Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms.
(b) There were no changes in the Companys internal control over financial reporting that occurred
during the Companys last fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
Item 9B. Other Information
None.
25
PART III
Item 10. Directors and Executive Officers of the Registrant.
Following is a list that sets forth as of March 30, 2007 the names, ages and positions within the
Company of all of the Executive Officers of the Company and the Directors of the Company. Each
such director has been nominated for reelection at the Companys 2007 Annual Meeting, to be held on
May 10, 2007 at 3:00 P.M. at the Seaport Hotel, 200 Seaport Boulevard, Boston, Massachusetts.
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NAME |
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AGE |
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POSITION |
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|
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Raymond C. Kubacki, Jr.
|
|
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62 |
|
|
Chairman of the Board,
Chief Executive Officer, President,
Director |
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Peter C. Monson
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51 |
|
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Chief Financial Officer, Vice
President and Treasurer |
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William Thistle, Esq.
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57 |
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Senior Vice President, General Counsel |
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Michael I. Schaffer, Ph.D.
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62 |
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Vice President, Laboratory Operations |
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Harry Connick
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81 |
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Director, Audit Committee member, Compensation Committee member Nominating Committee member |
|
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Walter S. Tomenson, Jr.
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60 |
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|
Director, Audit Committee member, Compensation Committee member Nominating Committee member |
|
|
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|
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|
Fred J. Weinert
|
|
|
59 |
|
|
Director, Audit Committee member, Compensation Committee member Nominating Committee member |
All Directors hold office until the next annual meeting of stockholders or until their successors
are elected. Officers serve at the discretion of the Board of Directors.
Mr. Kubacki has been the Companys President and Chief Executive Officer and has served as a
director of the Company since 1991. On November 30, 2003 he was elected Chairman of the Board. He
is a Director of Integrated Alarm Services Group Inc. He is also a trustee of the Center for
Excellence in Education based in Washington, DC.
Mr. Monson served as the Companys Chief Financial Officer from 2000, and as a Vice President and
Treasurer of the Company from 1998 until March 31, 2007, the effective date of his resignation as
Chief Financial Officer and from any other office he holds with the Company.
26
Mr. Thistle joined the Company in 1995 as Vice President and General Counsel and was made a Senior
Vice President in September of 2001. Prior to joining the Company, he served as Associate General
Counsel for MGM Grand in Las Vegas from 1993 to 1995. Mr. Thistle is a board member of the Drug
and Alcohol Testing Industry Association (DATIA).
Dr. Schaffer joined the Company in 1999 as Vice President of Laboratory Operations. Prior to
joining the Company, he served as Director of Toxicology, Technical Manager and Responsible Person
for the Leesburg, Florida laboratory of SmithKline Beecham Clinical Laboratories, from 1990 to
1999. Dr. Schaffer has been an inspector for the Substance Abuse and Mental Health Services
Administrations National Laboratory Certification Program since 1989. Dr. Schaffer was also a
member of the Board of Directors of the American Board of Forensic Toxicologists from 1990 to 1999.
Mr. Connick was District Attorney for Orleans Parish (New Orleans, LA) from 1974 to 2003, having
been elected five times. Mr. Connick has also been a national leader in the war on drugs. His
national leadership was prominent in advocating drug testing to help high school students remain
drug-free and establishing model programs in a number of schools. In December 2002, Mr. Connick
received from Drug Czar John P. Walters the Directors Award for Distinguished Service in
recognition of exemplary accomplishment and distinguished service in the fight against illegal
drugs. Mr. Connick has been a director of the Company since 2003.
Mr. Tomenson is a Senior Advisor to Integro Ltd. Mr. Tomenson was Managing Director and Chairman
of Client Development of Marsh, Inc. from 1998 until December 31, 2004. From 1993 to 1998, he was
chairman of FINPRO, the financial services division of Marsh, Inc. Mr. Tomenson is a Director of
the Trinity College School Fund, Inc. He also serves on the Executive Council of the Inner-City
Scholarship Fund. Mr. Tomenson has been a director of the Company since 1999.
Mr. Weinert is an entrepreneur whose current business activities are concentrated in real estate
development, theatre and film development. He is the Chief Executive Officer and Chairman of Bella
Media Plc. He also serves as the Chief Executive Officer of Bella Cinema LLC, Barrington Services
Group, Inc., and San Telmo, Inc. He has served on the Business Advisory Council for the University
of Dayton for over 20 years. Mr. Weinert has been a director of the Company since 1991.
The information required by Item 405 of Regulation S-K will be set forth in the Proxy Statement of
the Company relating to the 2006 Annual Meeting of Stockholders to be held on May 10, 2007 and is
incorporated herein by reference.
We have a code of ethics that applies to all of our employees and non-employee directors. This code
satisfies the requirements set forth in Item 406 of Regulation S-K and applies to all relevant
persons set forth therein. The Company will mail to interested parties a copy of the Code of
Ethics upon written request and without charge. Such request shall be made to our General Counsel,
125 Nagog Park, Acton, Massachusetts 01720.
27
Item 11. Executive Compensation
The information required by this item will be set forth in the Proxy Statement of the Company
relating to the 2007 Annual Meeting of Stockholders to be held on May 10, 2007 and is incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item will be set forth in the Proxy Statement of the Company
relating to the 2007 Annual Meeting of Stockholders to be held on May 10, 2007 and is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by this item will be set forth in the Proxy Statement of the Company
relating to the 2007 Annual Meeting of Stockholders to be held on May 10, 2007 and is incorporated
herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be set forth in the Proxy Statement of the Company
relating to the 2007 Annual Meeting of Stockholders to be held on May 10, 2007 and is incorporated
herein by reference.
28
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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Page |
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(a |
) |
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(1 |
) |
|
Financial Statements: |
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Report of Independent Registered Public Accounting Firm |
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F-1 |
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Balance Sheets as of December 31, 2006 and 2005 |
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F-2 |
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Statements of Income for the Years
Ended December 31, 2006, 2005 and 2004 |
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F-3 |
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Statements of Shareholders Equity for the Years
Ended December 31, 2006, 2005 and 2004 |
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F-4 |
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Statements of Cash Flows for the Years
Ended December 31, 2006, 2005 and 2004 |
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F-5 |
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Notes to Financial Statements |
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F-6 |
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(2 |
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Schedules |
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None |
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(3 |
) |
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Exhibits (see the Index to Exhibits included
elsewhere in this Report) |
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29
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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|
PSYCHEMEDICS CORPORATION |
|
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By:
|
|
/s/ Raymond C. Kubacki, Jr. |
|
|
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|
|
|
|
Raymond C. Kubacki, Jr.
Chairman, President and Chief
Executive Officer |
|
|
Date: March 30, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.
|
|
|
/s/ Raymond C. Kubacki, Jr.
Raymond C. Kubacki, Jr.
|
|
March 30, 2007 |
Chairman, President and Chief Executive
Officer, Director
(Principal Executive Officer) |
|
|
|
|
|
/s/ Peter C. Monson
Peter C. Monson
|
|
March 30, 2007 |
Vice President, Chief Financial Officer & Treasurer
(Principal Financial and Accounting Officer) |
|
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/s/ Harry Connick
Harry Connick
|
|
March 30, 2007 |
Director |
|
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/s/ Walter S. Tomenson, Jr.
Walter S. Tomenson, Jr.
|
|
March 30, 2007 |
Director |
|
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/s/ Fred J. Weinert
Fred J. Weinert
|
|
March 30, 2007 |
Director |
|
|
30
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Shareholders of Psychemedics Corporation:
We have audited the accompanying balance sheets of Psychemedics Corporation as of December 31,
2006 and 2005 and the related statements of income, shareholders equity and cash flows for each of
the three years in the period ended December 31, 2006. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of the Companys internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Psychemedics Corporation at December 31, 2006 and 2005 and the
results of its operations and its cash flows for each of the three years in the period ended
December 31, 2006, in conformity with accounting principles generally accepted in the United States
of America.
/s/ BDO Seidman, LLP
Boston, Massachusetts
March 20, 2007
F-1
PSYCHEMEDICS CORPORATION
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
ASSETS
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
4,180,235 |
|
|
$ |
3,352,519 |
|
Short-term investments |
|
|
3,683,192 |
|
|
|
2,550,000 |
|
Accounts receivable, net of allowance for doubtful accounts
of $333,281 in 2006 and $461,282 in 2005 |
|
|
3,196,384 |
|
|
|
3,272,278 |
|
Prepaid expenses and other current assets |
|
|
818,693 |
|
|
|
387,426 |
|
Deferred tax assets |
|
|
412,486 |
|
|
|
520,152 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
12,290,990 |
|
|
|
10,082,375 |
|
PROPERTY AND EQUIPMENT: |
|
|
|
|
|
|
|
|
Computer software |
|
|
1,205,840 |
|
|
|
1,205,840 |
|
Office furniture and equipment |
|
|
2,021,991 |
|
|
|
1,902,052 |
|
Laboratory equipment |
|
|
6,254,228 |
|
|
|
6,117,128 |
|
Leasehold improvements |
|
|
894,659 |
|
|
|
894,659 |
|
|
|
|
|
|
|
|
|
|
|
10,376,718 |
|
|
|
10,119,679 |
|
Less Accumulated depreciation and amortization |
|
|
(9,630,190 |
) |
|
|
(9,342,747 |
) |
|
|
|
|
|
|
|
|
|
|
746,528 |
|
|
|
776,932 |
|
DEFERRED TAX ASSETS |
|
|
183,555 |
|
|
|
245,889 |
|
OTHER ASSETS |
|
|
39,830 |
|
|
|
39,830 |
|
|
|
|
|
|
|
|
|
|
$ |
13,260,903 |
|
|
$ |
11,145,026 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
499,420 |
|
|
$ |
367,535 |
|
Accrued expenses |
|
|
865,575 |
|
|
|
1,292,257 |
|
Deferred revenue |
|
|
392,403 |
|
|
|
590,670 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
1,757,398 |
|
|
|
2,250,462 |
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
Preferred stock, $0.005 par value; 872,521 shares authorized and none
outstanding |
|
|
|
|
|
|
|
|
Common stock, $0.005 par value; 50,000,000 shares
authorized, 5,756,044 shares issued in 2006 and
5,750,894 shares issued in 2005 |
|
|
28,780 |
|
|
|
28,754 |
|
Paid-in capital |
|
|
25,609,800 |
|
|
|
25,446,781 |
|
Accumulated deficit |
|
|
(5,012,384 |
) |
|
|
(7,458,280 |
) |
Less Treasury stock, at cost; 583,797 shares in 2006
and 2005 |
|
|
(9,122,691 |
) |
|
|
(9,122,691 |
) |
|
|
|
|
|
|
|
Total shareholders equity |
|
|
11,503,505 |
|
|
|
8,894,564 |
|
|
|
|
|
|
|
|
|
|
$ |
13,260,903 |
|
|
$ |
11,145,026 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-2
PSYCHEMEDICS CORPORATION
STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
REVENUE |
|
$ |
23,425,090 |
|
|
$ |
21,388,513 |
|
|
$ |
18,937,111 |
|
COST OF REVENUE |
|
|
9,369,257 |
|
|
|
8,812,186 |
|
|
|
8,489,198 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
14,055,833 |
|
|
|
12,576,327 |
|
|
|
10,447,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
3,278,826 |
|
|
|
3,122,579 |
|
|
|
3,189,870 |
|
Marketing and selling |
|
|
2,769,310 |
|
|
|
2,791,670 |
|
|
|
2,597,571 |
|
Research and development |
|
|
444,532 |
|
|
|
335,769 |
|
|
|
329,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,492,668 |
|
|
|
6,250,018 |
|
|
|
6,116,860 |
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
7,563,165 |
|
|
|
6,326,309 |
|
|
|
4,331,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
294,036 |
|
|
|
120,954 |
|
|
|
33,980 |
|
Other income |
|
|
|
|
|
|
1,250 |
|
|
|
13,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294,036 |
|
|
|
122,204 |
|
|
|
47,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE PROVISION
FOR INCOME TAXES |
|
|
7,857,201 |
|
|
|
6,448,513 |
|
|
|
4,378,783 |
|
PROVISION FOR INCOME TAXES |
|
|
2,955,000 |
|
|
|
2,400,000 |
|
|
|
1,615,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
4,902,201 |
|
|
$ |
4,048,513 |
|
|
$ |
2,763,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC NET INCOME PER SHARE |
|
$ |
0.95 |
|
|
$ |
0.79 |
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED NET INCOME PER SHARE |
|
$ |
0.94 |
|
|
$ |
0.78 |
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS DECLARED PER SHARE |
|
$ |
0.475 |
|
|
$ |
0.36 |
|
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING, BASIC |
|
|
5,170,258 |
|
|
|
5,156,686 |
|
|
|
5,126,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING, DILUTED |
|
|
5,240,155 |
|
|
|
5,167,215 |
|
|
|
5,132,087 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-3
PSYCHEMEDICS CORPORATION
STATEMENTS OF SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
Treasury Stock |
|
|
|
|
|
|
|
|
$ 0.005 |
|
Paid-In |
|
Accumulated |
|
|
|
|
|
|
|
|
Shares |
|
Par Value |
|
Capital |
|
Deficit |
|
Shares |
|
Cost |
|
Total |
|
|
|
BALANCE, December 31, 2003 |
|
|
5,710,704 |
|
|
$ |
28,554 |
|
|
$ |
24,978,039 |
|
|
$ |
(10,773,026 |
) |
|
|
583,797 |
|
|
$ |
(9,122,691 |
) |
|
$ |
5,110,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared ($0.32
per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,640,610 |
) |
|
|
|
|
|
|
|
|
|
|
(1,640,610 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,763,783 |
|
|
|
|
|
|
|
|
|
|
|
2,763,783 |
|
|
|
|
BALANCE, December 31, 2004 |
|
|
5,710,704 |
|
|
|
28,554 |
|
|
|
24,978,039 |
|
|
|
(9,649,853 |
) |
|
|
583,797 |
|
|
|
(9,122,691 |
) |
|
|
6,234,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
40,190 |
|
|
|
200 |
|
|
|
468,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
468,942 |
|
Cash dividends declared ($0.36
per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,856,940 |
) |
|
|
|
|
|
|
|
|
|
|
(1,856,940 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,048,513 |
|
|
|
|
|
|
|
|
|
|
|
4,048,513 |
|
|
|
|
BALANCE, December 31, 2005 |
|
|
5,750,894 |
|
|
|
28,754 |
|
|
|
25,446,781 |
|
|
|
(7,458,280 |
) |
|
|
583,797 |
|
|
|
(9,122,691 |
) |
|
|
8,894,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
5,150 |
|
|
|
26 |
|
|
|
69,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,083 |
|
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
93,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,962 |
|
Cash dividends declared ($0.475
per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,456,305 |
) |
|
|
|
|
|
|
|
|
|
|
(2,456,305 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,902,201 |
|
|
|
|
|
|
|
|
|
|
|
4,902,201 |
|
|
|
|
BALANCE, December 31, 2006 |
|
|
5,756,044 |
|
|
$ |
28,780 |
|
|
$ |
25,609,800 |
|
|
$ |
(5,012,384 |
) |
|
|
583,797 |
|
|
$ |
(9,122,691 |
) |
|
$ |
11,503,505 |
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-4
PSYCHEMEDICS CORPORATION
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,902,201 |
|
|
$ |
4,048,513 |
|
|
$ |
2,763,783 |
|
Adjustments to reconcile net income to net
cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
287,443 |
|
|
|
408,972 |
|
|
|
533,590 |
|
Deferred income taxes |
|
|
170,000 |
|
|
|
(69,706 |
) |
|
|
(10,632 |
) |
Stock compensation expense |
|
|
93,962 |
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
75,894 |
|
|
|
17,585 |
|
|
|
(1,139,921 |
) |
Prepaid expenses and other assets |
|
|
(431,267 |
) |
|
|
(141,054 |
) |
|
|
78,602 |
|
Accounts payable |
|
|
131,885 |
|
|
|
(186,679 |
) |
|
|
156,044 |
|
Accrued expenses |
|
|
(426,682 |
) |
|
|
134,517 |
|
|
|
(167,800 |
) |
Deferred revenue |
|
|
(198,267 |
) |
|
|
103,037 |
|
|
|
55,229 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
4,605,169 |
|
|
|
4,315,185 |
|
|
|
2,268,895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of short-term investments |
|
|
(1,133,192 |
) |
|
|
(2,550,000 |
) |
|
|
|
|
Purchases of property and equipment |
|
|
(257,039 |
) |
|
|
(289,144 |
) |
|
|
(377,278 |
) |
Decrease (increase) in other long-term assets |
|
|
|
|
|
|
4,298 |
|
|
|
(13,295 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(1,390,231 |
) |
|
|
(2,834,846 |
) |
|
|
(390,573 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
|
(2,456,305 |
) |
|
|
(1,856,940 |
) |
|
|
(1,640,610 |
) |
Tax benefit associated with exercise of options |
|
|
8,983 |
|
|
|
35,503 |
|
|
|
|
|
Proceeds from the exercise of stock options |
|
|
60,100 |
|
|
|
433,439 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(2,387,222 |
) |
|
|
(1,387,998 |
) |
|
|
(1,640,610 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS |
|
|
827,716 |
|
|
|
92,341 |
|
|
|
237,712 |
|
CASH AND CASH EQUIVALENTS, beginning of year |
|
|
3,352,519 |
|
|
|
3,260,178 |
|
|
|
3,022,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, end of year |
|
$ |
4,180,235 |
|
|
$ |
3,352,519 |
|
|
$ |
3,260,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
3,244,599 |
|
|
$ |
2,361,860 |
|
|
$ |
2,183,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash Transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
Retirement of fully depreciated fixed assets |
|
$ |
|
|
|
$ |
130,297 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-5
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
1. Summary of Significant Accounting Policies
The Company
Psychemedics Corporation (the Company) was incorporated in 1986. The Company utilizes a patented
hair analysis method involving radioimmunoassay technology and confirmation by mass spectrometry to
analyze human hair to detect abused substances. The Companys customers include Fortune 500
companies, as well as small to mid-size corporations, schools and governmental entities located
primarily in the United States.
Risks and Uncertainties
The Company is subject to a number of risks and uncertainties similar to those of other companies,
such as those associated with the continued expansion of the Companys sales and marketing network,
development of markets for new products and services offered by the Company, the economic health of
principal customers of the Company, financial and operational risks associated with possible
expansion of testing facilities used by the Company, government regulation (including, but not
limited to, Food and Drug Administration regulations), competition and general economic conditions.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates, including bad debts and income taxes,
and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
Cash Equivalents and Short-Term Investments
The Company considers all highly liquid investments with original maturities of 90 days or less to
be cash equivalents. Cash equivalents consist of money market accounts at December 31, 2006 and
2005.
The Company maintains a short-term investment portfolio consisting principally of Taxable Auction
Rate Preferred, 7 and 28 day Dutch Auction securities and securities issued by the U.S. Government.
The Company accounts for investment securities in accordance with Statement of Financial
Accounting Standards SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities
(SFAS 115). Under SFAS 115, investments that the Company has the positive intent and ability to
hold to maturity are classified as held-to-maturity and are reported at amortized cost, which
approximates fair market value. All short-term investments were classified as held-to-maturity at
December 31, 2006 and 2005. The Company does not use derivative financial instruments for
speculative or trading purposes.
F-6
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Comprehensive Income (Loss)
SFAS No. 130, Reporting Comprehensive Income, requires disclosure of all components of
comprehensive income (loss) on an annual and interim basis. Comprehensive income (loss) is defined
as the change in equity of a business enterprise during a period from transactions and other events
and circumstances from non-owner sources. The Companys comprehensive income is the same as its
reported net income for the years ended December 31, 2006, 2005 and 2004.
Inventory
The Company expenses all consumables such as chemicals and antibodies as they are purchased.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization are provided over the
estimated useful lives of the assets, using the straight-line method. Repair and maintenance costs
are expensed as incurred. The estimated useful lives of the assets are as follows:
|
|
|
Computer software
|
|
5 years |
Office furniture and equipment
|
|
3 to 7 years |
Laboratory equipment
|
|
5 to 7 years |
Leasehold improvements
|
|
Lesser of term of lease or estimated
useful life of leasehold improvements |
The Company recorded depreciation and amortization related to property and equipment of $287,443,
$373,571 and $466,234 in 2006, 2005 and 2004, respectively.
Other Assets
Other assets primarily consist of capitalized legal costs relating to patent applications. The
Company has amortized these costs over 10 years from the date of grant of the applicable patent.
The Company recorded amortization of $35,401 and $67,356 in 2005 and 2004, respectively. As of
December 31, 2006 and 2005 the Companys patents, with an original cost of $517,587, were fully
amortized.
Revenue Recognition
The Company performs drug testing as well as provides training for collection of samples and
storage of positive samples for its customers for an agreed-upon fee per unit tested of samples.
The revenues are recognized when the predominant deliverable, drug testing, is provided and
reported to the customer. The Company also provides expert testimony, when and if necessary, to
support the results of the tests, which is generally billed separately and recognized as the
services are provided.
In 2003, the Company adopted Emerging Issue Task Force (EITF) Issue No. 00-21, Revenue
Arrangements with Multiple Deliverables, which was effective for all
transactions entered into subsequent to June 15, 2003. The Company applied the
F-7
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
consensus reached
under EITF 00-21 and concluded that the testing, training and storage elements are considered one
unit of accounting for revenue recognition purposes as the training and storage costs do not have
stand-alone value to the customer. The Company has concluded that the predominant deliverable in
the arrangement is the testing of the units and has recognized revenue as that service is performed
and reported to the customer.
Deferred revenue represents payments received in advance of the performance of drug testing
procedures. Deferred revenue is recognized as revenue when the underlying test results are
delivered. With respect to a portion of these transactions, there may be instances where the
customer ultimately does not require performance. Revenue is then recognized when the Company can
reasonably, reliably and objectively determine that it is remote that performance will be required
for an estimable portion of transactions. The Company recorded $244,000 of revenue in the results
of operations in the fourth quarter of 2006 related to test kits that were sold for which the
Companys obligations to provide service were deemed remote.
At December 31, 2006 and 2005, the Company had deferred revenue of approximately $392,000 and
$591,000, respectively, reflecting sales of its personal drug testing service for which the
performance of the related test had not yet occurred and future obligations were not deemed remote.
Income Taxes
The Company accounts for income taxes using the liability method, which requires the Company to
recognize a current tax liability or asset for current taxes payable or refundable and a deferred
tax liability or asset for the estimated future tax effects of temporary differences between the
financial statement and tax reporting bases of assets and liabilities to the extent that they are
realizable. Deferred tax expense (benefit) results from the net change in deferred tax assets and
liabilities during the year. A deferred tax valuation allowance is required if it is more likely
than not that all or a portion of the recorded deferred tax assets will not be realized.
Research and Development Expenses
The Company charges all research and development expenses to operations as incurred.
Concentration of Credit Risk and Off-Balance Sheet Risk
The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option
contracts, or other foreign hedging arrangements. Financial instruments that potentially subject
the Company to concentrations of credit risk are principally cash and cash equivalents, short-term
investments and accounts receivable. The Company places its cash and cash equivalents and
short-term investments in highly rated institutions. Concentration of credit risk with respect to
accounts receivable is limited to certain customers to whom the Company makes substantial sales.
To reduce risk, the Company routinely assesses the financial strength of its
customers and, as a consequence, believes that its accounts receivable credit risk exposure is
limited. The Company maintains an allowance for potential credit losses but historically has not
F-8
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
experienced any significant losses related to individual customers or groups of customers in any
particular industry or geographic area. The Company does not require collateral.
Impairment of Long-Lived Assets
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
the Company reviews the carrying values of its long-lived assets for possible impairment whenever
events or changes in circumstances indicate that the carrying amounts of the assets may not be
recoverable. The Company believes that the carrying value of its long-lived assets is fully
realizable at December 31, 2006.
Stock-Based Compensation
The Company adopted SFAS No. 123 (revised 2004), Share-Based Payment, (SFAS 123R) effective January
1, 2006. SFAS 123R requires the recognition of the fair value of stock-based compensation as a
charge against earnings. The Company recognizes stock-based compensation expense over the
requisite service period of the individual grantees, which generally equals the vesting period.
Based on the provisions of SFAS 123R, the Companys stock-based compensation is accounted for as
equity instruments. Prior to January 1, 2006, the Company followed Accounting Principles Board
(APB) Opinion 25, Accounting for Stock Issued to Employees, and related interpretations in
accounting for stock-based compensation. The Company elected the modified prospective transition
method for adopting SFAS 123R. Under this method, the provisions of SFAS 123R apply to all awards
granted or modified after the date of adoption.
Under the provisions of SFAS 123R, the Company recorded $93,962 of stock-based compensation in the
accompanying statements of income for the year ended December 31, 2006. The Company granted 26,700
stock unit awards (SUAs) to certain members of management and its directors on May 11, 2006. The
fair value of the SUAs was $16.70 per share, which was the closing price of the Companys stock on
May 11, 2006. The SUAs vest over a period of two to four years and are convertible into an
equivalent number of shares of the Companys common stock provided that the awardee remains
continuously employed, or continues to serve as a director, as the case may be, throughout the
vesting periods. No other stock-based awards were granted or modified during the year ended
December 31, 2006.
SFAS 123R requires the measurement of compensation cost at fair value on the date of grant and
recognition of compensation expense over the service period for awards expected to vest. The
Company has computed the value of options using the Black-Scholes option pricing model.
F-9
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
The following table details the effect on net income for the years ended December 31, 2005 and 2004
had share-based compensation expense been recorded as provided under SFAS 123:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Net income, as reported |
|
$ |
4,048,513 |
|
|
$ |
2,763,783 |
|
|
|
|
|
|
|
|
|
|
Less: Total stock based compensation
cost determined under the fair value
based method for all employee awards |
|
|
(947,997 |
) |
|
|
(150,876 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
3,100,516 |
|
|
$ |
2,612,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
Basic, as reported |
|
$ |
0.79 |
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
Diluted, as reported |
|
$ |
0.78 |
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic, pro forma |
|
$ |
0.60 |
|
|
$ |
0.51 |
|
|
|
|
|
|
|
|
Diluted, pro forma |
|
$ |
0.60 |
|
|
$ |
0.51 |
|
|
|
|
|
|
|
|
The assumptions used and the weighted average information are as follows:
|
|
|
|
|
|
|
|
|
2005 |
|
2004 |
Risk-free interest rates range |
|
3.8 |
% |
|
2.7 3.9 |
% |
Expected dividend yield range |
|
2.3 |
% |
|
2.7 |
% |
Expected lives |
|
5 years |
|
|
5 years |
|
Expected volatility range |
|
30.09 |
% |
|
23.99 27.94 |
% |
The weighted average grant date fair value of options granted in 2005 and 2004 was $3.76 and $2.19
per share, respectively. All options were granted with an exercise price equal to the market price of the Companys common stock at the date of grant.
Basic and Diluted Net Income per Share
Basic net income per share is computed by dividing net income available to common shareholders by
the weighted average number of common shares outstanding during the period. Diluted net income per
share is computed by dividing net income by the weighted average number of common shares and
dilutive common stock equivalents outstanding during the period. The number of dilutive common
stock equivalents outstanding during the period has been determined in accordance with the
treasury-stock method. Common equivalent shares consist of common stock issuable upon the exercise
of outstanding options and the unvested portion of SUAs.
F-10
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Basic and diluted weighted average common shares outstanding are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Weighted average common shares
outstanding |
|
|
5,170,258 |
|
|
|
5,156,686 |
|
|
|
5,126,907 |
|
Dilutive common equivalent shares |
|
|
69,897 |
|
|
|
10,529 |
|
|
|
5,180 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding, assuming dilution |
|
|
5,240,155 |
|
|
|
5,167,215 |
|
|
|
5,132,087 |
|
|
|
|
|
|
|
|
|
|
|
For the years ending December 31, 2006, 2005, and 2004, options to purchase 183,419, 494,508 and
341,952 common shares, respectively, were outstanding but not included in the dilutive common
equivalent share calculation as their effect would have been antidilutive.
Financial Instruments
Financial instruments principally consist of cash equivalents, accounts receivable and accounts
payable. The estimated fair values of these financial instruments approximate their carrying
values due to their short-term nature.
Segment Reporting
The Company manages its operations as one segment, drug testing services. As a result, the
financial information disclosed herein materially represents all of the financial information
related to the Companys principal operating segment. Substantially all of the Companys revenues
are generated in the United States. The Companys revenues that are generated from outside the
United States are not of a material nature. All of the Companys assets are located in the United
States.
Recent Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes. FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a companys financial statements and prescribes a
recognition threshold and measurement process for financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure
and transition and will become effective for the Company for fiscal years beginning after December
15, 2006. The Company is in the process of evaluating the impact of adoption of FIN 48.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157
provides guidance for using fair value to measure assets and liabilities. It also responds to
investors requests for expanded information about the extent to which companies measure assets and
liabilities at fair value, the information
used to measure fair value, and the effect of fair value measurements on earnings.
F-11
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
SFAS 157
applies whenever other standards require (or permit) assets or liabilities to be measured at fair
value, and does not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15, 2007 and is required
to be adopted by the Company in fiscal 2008. The Company is currently evaluating the effect that
the adoption of SFAS 157 will have on its results of operations and financial condition but does
not expect it to have a material impact.
In September 2006, the SEC issued SAB No. 108, Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides
guidance on the consideration of the effects of prior year misstatements in quantifying current
year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach
that requires quantification of financial statement errors based on the effects of each of the
companys balance sheet and statement of operations and the related financial statement
disclosures. Early application of the guidance in SAB 108 is encouraged in any report for an
interim period of the first fiscal year ending after November 15, 2006. The adoption of SAB 108 did
not have an impact on the Companys results of operations and financial condition.
In fiscal 2006, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS
154), which replaces APB Opinion No. 20, Accounting Changes and SFAS No.3, Reporting Accounting
Changes in Interim Financial Statements An Amendment of APB Opinion No. 28. SFAS 154, which was
adopted by the Company in fiscal 2006, provides guidance on the accounting for and reporting of
accounting changes and error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting principle and the
reporting of a correction of an error.
F-12
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
2. Income Taxes
The income tax provision consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Current - |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
2,402,763 |
|
|
$ |
2,208,356 |
|
|
$ |
1,377,649 |
|
State |
|
|
371,683 |
|
|
|
286,318 |
|
|
|
247,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,774,446 |
|
|
|
2,494,674 |
|
|
|
1,625,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred - |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
156,395 |
|
|
|
(83,808 |
) |
|
|
(9,010 |
) |
State |
|
|
24,159 |
|
|
|
(10,866 |
) |
|
|
(1,622 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
180,554 |
|
|
|
(94,674 |
) |
|
|
(10,632 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,955,000 |
|
|
$ |
2,400,000 |
|
|
$ |
1,615,000 |
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the effective rate with the federal statutory rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
Federal statutory rate |
|
|
34.0 |
% |
|
|
34.0 |
% |
|
|
34.0 |
% |
State income taxes, net of federal benefit |
|
|
3.3 |
|
|
|
2.8 |
|
|
|
3.9 |
|
Permanent differences |
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.6 |
|
Change in estimates |
|
|
|
|
|
|
|
|
|
|
(1.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
37.6 |
% |
|
|
37.2 |
% |
|
|
36.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of the net deferred tax assets included in the accompanying balance sheets are as
follows at December 31:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Deferred revenue |
|
$ |
146,341 |
|
|
$ |
217,287 |
|
Stock-based compensation |
|
|
30,403 |
|
|
|
|
|
Allowance for doubtful accounts |
|
|
124,292 |
|
|
|
169,690 |
|
Excess of book over tax depreciation and
amortization |
|
|
183,555 |
|
|
|
245,889 |
|
Accrued expenses |
|
|
106,922 |
|
|
|
105,469 |
|
Other |
|
|
39,631 |
|
|
|
40,883 |
|
|
|
|
|
|
|
|
|
|
|
631,144 |
|
|
|
779,218 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
35,103 |
|
|
|
13,177 |
|
|
|
|
|
|
|
|
|
|
|
35,103 |
|
|
|
13,177 |
|
|
|
|
|
|
|
|
|
|
$ |
596,041 |
|
|
$ |
766,041 |
|
|
|
|
|
|
|
|
The Company operates within multiple taxing jurisdictions and could be subject to audit in these
jurisdictions. These audits may involve complex issues, which may require an extended period of
time to resolve. The Company has provided for its estimated taxes payable in the accompanying
financial statements.
F-13
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
The calculation of the Companys tax liabilities includes addressing uncertainties in the
application of complex tax regulations in numerous jurisdictions. The Company recognizes
liabilities for anticipated tax audit issues in federal and state tax jurisdictions based on
estimates of whether, and to the extent to which, additional taxes would be due. If payment of
these amounts proves to be unnecessary, the reversal of the liabilities would result in tax
benefits being recognized in the period in which it is determined that the liabilities are no
longer necessary. If the estimate of tax liabilities proves to be less than the ultimate
assessment, a further charge to expense would result. Uncertainties are recorded in accordance
with SFAS No. 5, Loss Contingencies. As of December 31, 2006, the Company has accrued
approximately $108,000 related to probable and reasonably estimable losses resulting from tax
matters primarily related to state income tax matters.
3. Preferred Stock
The Board of Directors has the authority to designate authorized preferred shares in one or more
series and to fix the relative rights and preferences without vote or action by the stockholders.
The Board of Directors has no present plans to designate or issue any shares of preferred stock.
4. Stock-Based Awards
On March 22, 2006 the Company adopted a new stock-based plan (the 2006 Equity Incentive Plan) for
officers, directors, employees and consultants, which was approved by the Companys shareholders at
the 2006 Annual Shareholders meeting. Under the 2006 Equity Incentive Plan, the Company is
authorized to grant options with terms of up to ten years, grant restricted stock, issue stock
bonuses or grant other stock-based awards. The 2006 Equity Incentive Plan provides for the
issuance of up to 250,000 shares of common stock or stock-based awards. As of December 31, 2006,
223,300 shares remained available for grant under the 2006 Equity Incentive Plan.
The Company also has stock option plans that have expired or have been terminated, but shares can
be issued upon exercise of outstanding options that were granted prior to such expiration or
termination. No additional grants of options or other stock-based awards may be made under such
expired or terminated plans. Activity for these plans is included in this footnote. Options
granted under the plans consisted of both non-qualified and incentive stock options and were
granted in each case at a price that was not less than the fair market value of the common stock at
the date of grant. These options generally have lives of ten years and vest either immediately or
over periods up to four years.
F-14
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
A summary of stock option activity for the Companys expired stock option plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Number |
|
|
Exercise |
|
|
Remaining |
|
|
Aggregate |
|
|
|
of |
|
|
Price Per |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Share |
|
|
Life |
|
|
Value (1) |
|
Outstanding, December 31, 2003 |
|
|
439,843 |
|
|
$ |
17.69 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
48,950 |
|
|
|
11.79 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminated |
|
|
(85,373 |
) |
|
|
16.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2004 |
|
|
403,420 |
|
|
|
17.23 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
241,850 |
|
|
|
14.40 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(44,548 |
) |
|
|
11.02 |
|
|
|
|
|
|
|
|
|
Terminated |
|
|
(43,776 |
) |
|
|
22.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2005 |
|
|
556,946 |
|
|
|
16.09 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(5,150 |
) |
|
|
11.67 |
|
|
|
|
|
|
$ |
86,520 |
|
Terminated |
|
|
(23,938 |
) |
|
|
23.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2006 |
|
|
527,858 |
|
|
$ |
15.79 |
|
|
5.9 years |
|
$ |
1,995,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, December 31, 2006 |
|
|
527,008 |
|
|
$ |
15.81 |
|
|
5.9 years |
|
$ |
1,986,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for grant,
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The aggregate intrinsic value on this table was calculated based on the amount, if any, by
which the closing market value of the Companys stock on December 31, 2006 ($19.25) exceeded the
exercise price of the underlying options, multiplied by the number of shares subject to each
option. The aggregate intrinsic value for the options exercised was calculated based on the
closing market value of the Companys stock on the date of exercise ($16.80), which was May 22,
2006. |
A summary of activity for SUAs is as follows:
|
|
|
|
|
|
|
|
|
|
|
Number |
|
Aggregate |
|
|
of |
|
Intrinsic |
|
|
Shares |
|
Value (2) |
Outstanding, December 31, 2005 |
|
|
|
|
|
|
|
|
Granted |
|
|
26,700 |
|
|
|
|
|
Vested |
|
|
|
|
|
|
|
|
Terminated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2006 |
|
|
26,700 |
|
|
$ |
513,975 |
|
|
|
|
|
|
|
|
|
|
Available for grant, December 31, 2006 |
|
|
223,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
The aggregate intrinsic value on this table was calculated based on the closing market value
of the Companys stock on December 31, 2006 ($19.25). |
F-15
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2006, a total of 777,858 shares of common stock were reserved for issuance under
the various stock option and stock-based plans. As of December 31, 2006, the unamortized fair
value of awards relating to stock options was $848. As of December 31, 2006, the unamortized fair
value of awards relating to SUAs was $364,366.
The following table summarizes information about stock options outstanding at December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
Options Exercisable |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Remaining |
|
Average |
|
|
|
|
|
Average |
|
|
Number |
|
Contractual |
|
Exercise |
|
Number |
|
Exercise |
Exercise |
|
of |
|
Life |
|
Price Per |
|
of |
|
Price Per |
Price Range |
|
Shares |
|
(in years) |
|
Share |
|
Shares |
|
Share |
$8.18 11.85
|
|
|
57,288 |
|
|
|
7.11 |
|
|
$ |
10.96 |
|
|
|
56,438 |
|
|
$ |
11.00 |
|
13.60 20.24
|
|
|
441,525 |
|
|
|
6.06 |
|
|
|
15.94 |
|
|
|
441,525 |
|
|
|
15.94 |
|
20.52 28.24
|
|
|
29,045 |
|
|
|
1.49 |
|
|
|
23.09 |
|
|
|
29,045 |
|
|
|
23.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
527,858 |
|
|
|
5.92 |
|
|
$ |
15.79 |
|
|
|
527,008 |
|
|
$ |
15.81 |
|
5. Commitments and Contingencies
Commitments
The Company leases certain of its facilities and equipment under operating lease agreements
expiring on various dates through December 2012. Total minimum lease payments, including scheduled
increases, are charged to operations on the straight-line basis over the life of the respective
lease. Rent expense was approximately $506,000, $467,000 and $551,000 in 2006, 2005 and 2004,
respectively.
At December 31, 2006, minimum commitments remaining under lease agreements were approximately as
follows:
|
|
|
|
|
|
|
Amount |
|
Years Ending December 31: |
|
|
|
|
2007 |
|
|
468,000 |
|
2008 |
|
|
441,000 |
|
2009 |
|
|
469,000 |
|
2010 |
|
|
408,000 |
|
2011 |
|
|
290,000 |
|
2012 |
|
|
290,000 |
|
|
|
|
|
|
|
$ |
2,366,000 |
|
|
|
|
|
Purchase Commitment
The Company has a supply agreement with a vendor which requires the Company to purchase isotopes
used in its drug testing procedures from this sole supplier in exchange for variable annual
payments based upon prior year purchases. Purchases
F-16
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
amounted to $543,832 in 2006, $494,302 in 2005
and $438,185 in 2004. The Company expects to purchase approximately $588,000 in 2007. In exchange
for exclusivity, the supplier has provided the Company with the right to purchase the isotope
technology at fair market value under certain conditions, including the failure to meet the
Companys purchase commitments. This agreement does not include a fixed termination date, however,
it is cancelable upon mutual agreement by both parties or six months after termination notice by
the Company of its intent to use a different technology in connection with its drug testing
procedures.
Contingencies
The Company is subject to legal proceedings and claims, which arise in the ordinary course of its
business. The Company believes that although there can be no assurance as to the disposition of
these proceedings, based upon information available to the Company at this time, the expected
outcome of these matters would not have a material impact on the Companys results of operations or
financial condition.
6. Employee Benefit Plan
The Psychemedics Corporation 401(k) Savings and Retirement Plan (the 401(k) Plan) is a qualified
defined contribution plan in accordance with Section 401(k) of the Internal Revenue Code. All
employees over the age of 21 who have completed one year of service are eligible to make pre-tax
contributions up to a specified percentage of their compensation. Under the 401(k) Plan, the
Company may, but is not obligated to, match a portion of the employees contributions up to a
defined maximum. A matching contribution of $118,101, $98,289 and $102,844 was made in the years
ended December 31, 2006, 2005 and 2004, respectively.
7. Accrued Expenses
Accrued expenses consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Accrued payroll and employee benefits |
|
$ |
740,544 |
|
|
$ |
716,637 |
|
Accrued income taxes |
|
|
|
|
|
|
156,048 |
|
Other accrued expenses |
|
|
125,031 |
|
|
|
419,572 |
|
|
|
|
|
|
|
|
|
|
$ |
865,575 |
|
|
$ |
1,292,257 |
|
|
|
|
|
|
|
|
8. Valuation and Qualifying Accounts
A summary of the allowance for doubtful accounts is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Balance, beginning of period |
|
$ |
461,282 |
|
|
$ |
483,230 |
|
|
$ |
513,589 |
|
Provision for doubtful accounts |
|
|
(70,000 |
) |
|
|
|
|
|
|
(30,359 |
) |
Write-offs |
|
|
(58,001 |
) |
|
|
(21,948 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
333,281 |
|
|
$ |
461,282 |
|
|
$ |
483,230 |
|
|
|
|
|
|
|
|
|
|
|
F-17
PSYCHEMEDICS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
9. Royalty Agreements
The Company has a royalty-free license from its founder, which was received in a fair market value
exchange in connection with the formation of the Company, for the proprietary rights to certain
patented hair analysis technology used by the Company in its drug testing services. The Company
has two agreements to sublicense its technology, which have not generated significant royalties to
date.
10. Selected Quarterly Financial Data (Unaudited)
The following are selected quarterly financial data for the years ended December 31, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
|
2006 |
|
2006 |
|
2006 |
|
2006 (1) |
Revenues |
|
$ |
5,066,730 |
|
|
$ |
6,181,386 |
|
|
$ |
6,379,962 |
|
|
$ |
5,797,012 |
|
Gross profit |
|
|
2,950,581 |
|
|
|
3,849,985 |
|
|
|
3,855,736 |
|
|
|
3,399,531 |
|
Income from operations |
|
|
1,408,455 |
|
|
|
2,165,627 |
|
|
|
2,188,181 |
|
|
|
1,800,902 |
|
Net income |
|
|
922,165 |
|
|
|
1,401,120 |
|
|
|
1,402,953 |
|
|
|
1,175,963 |
|
Basic net income
per share |
|
|
0.18 |
|
|
|
0.27 |
|
|
|
0.27 |
|
|
|
0.23 |
|
Diluted net income
per share |
|
|
0.18 |
|
|
|
0.27 |
|
|
|
0.27 |
|
|
|
0.22 |
|
|
|
|
Quarter Ended |
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
|
2005 |
|
2005 |
|
2005 |
|
2005 |
Revenues |
|
$ |
5,337,750 |
|
|
$ |
5,615,329 |
|
|
$ |
5,353,168 |
|
|
$ |
5,082,266 |
|
Gross profit |
|
|
3,172,920 |
|
|
|
3,390,880 |
|
|
|
3,085,931 |
|
|
|
2,926,596 |
|
Income from operations |
|
|
1,499,254 |
|
|
|
1,882,884 |
|
|
|
1,529,352 |
|
|
|
1,414,819 |
|
Net income |
|
|
948,140 |
|
|
|
1,200,846 |
|
|
|
982,621 |
|
|
|
916,906 |
|
Basic net income
per share |
|
|
0.18 |
|
|
|
0.23 |
|
|
|
0.19 |
|
|
|
0.19 |
|
Diluted net income
per share |
|
|
0.18 |
|
|
|
0.23 |
|
|
|
0.19 |
|
|
|
0.18 |
|
|
|
|
(1) |
|
In the fourth quarter of 2006, the Company recorded $244,000 of revenue related to test kits
that were previously sold for which the Companys obligations to provide service were deemed
remote. |
F-18
PSYCHEMEDICS CORPORATION
10-K
Index to Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
3
|
|
Articles of Incorporation and By-Laws |
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation filed on August 1, 2002 (Incorporated by
reference from the Registrants Quarterly Report on Form 10-Q for the Quarter ended September
30, 2002). |
|
|
|
3.2
|
|
By-Laws of the Company (Incorporated by reference from the Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 2001). |
|
|
|
4
|
|
Instruments Defining the Rights of Security Holders |
|
|
|
4.1
|
|
Specimen Stock Certificate (Incorporated by reference from the Registrants Registration
Statement on Form 8-A filed on July 31, 2002). |
|
|
|
10
|
|
Material Contracts |
|
|
|
10.1
|
|
License Agreement with Werner
Baumgartner, Ph.D. and Annette Baumgartner
dated January 17, 1987 (Incorporated by reference
from the Registrants Registration Statement on Form
S-18, File No. 33-10186 LA). |
|
|
|
10.2*
|
|
1989 Employee Stock Option Plan,
as amended (Incorporated by reference from the
Registrants 1997 Annual Proxy Statement.) |
|
|
|
10.3*
|
|
1989 Non-Qualified Stock Option Plan,
as amended (Incorporated by reference from the
Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 1996. |
|
|
|
10.4*
|
|
1991 Non-Qualified Stock Option Plan -
(Incorporated by reference from the Registrants
Annual Report on Form 10-K for the fiscal year
ended December 31, 1991.) |
|
|
|
10.5
|
|
Lease dated October 6, 1992 with Mitchell H.
Hersch, et. al with respect to premises in
Culver City, California (Incorporated by reference from
the Registrants Annual Report on Form 10-KSB for
for the fiscal year ended December 31, 1992.) |
PSYCHEMEDICS CORPORATION
10-K
Index to Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
10.5.1
|
|
Security Agreement dated October 6, 1992 with
Mitchell H. Hersch et. al (Incorporated by reference
from the Registrants Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1992.) |
|
|
|
10.5.2
|
|
First Amendment to Lease dated with Mitchell H.
Hersch, et.al California (Incorporated by reference from
the Registrants Annual Report on Form 10-K for
for the fiscal year ended December 31, 1997.) |
|
|
|
10.5.3
|
|
Second Amendment to Lease dated with Mitchell H.
Hersch, et.al. California (Incorporated by reference from
the Registrants Annual Report on Form 10-K for
for the fiscal year ended December 31, 1997.) |
|
|
|
10.5.4
|
|
Third Amendment to Lease dated December 31, 1997
with Mitchell H. Hersch, et.al. California (Incorporated by reference
from the Registrants Annual Report on Form 10-K for
the fiscal year ended December 31, 1997.) |
|
|
|
10.5.5
|
|
Fourth Amendment to Lease dated May 24, 2005
with Mitchell H. Hersch, et.al. California (Incorporated by reference
from the Registrants Annual Report on Form 10-K for
the fiscal year ended December 31, 2005.). |
|
|
|
10.6*
|
|
2000 Stock Option Plan, (Incorporated by reference
from the Registrants Quarterly Report on Form 10-Q for the Quarter ended September
30, 2002.) |
|
|
|
10.7*
|
|
Change in Control Severance Agreement with Raymond C. Kubacki, Jr.
dated November 17, 2003 (Incorporated by reference from the
Registrants Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.) |
|
|
|
10.8*
|
|
Change in Control Severance Agreement with William R. Thistle dated March 28, 2005-
(Incorporated by reference from the Registrants Current Report on Form 8-K filed on March 30,
2005.) |
|
|
|
10.9*
|
|
2006 Equity Incentive Plan (Incorporated by reference from the Registrants Current Report
on Form 8-K filed on May 17, 2006.). |
PSYCHEMEDICS CORPORATION
10-K
Index to Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
10.10
|
|
Form of Stock Unit Award used with employees and consultants under the 2006 Equity Incentive
Plan (Incorporated by reference from the Registrants Current Report on Form 8-K filed on
May 17, 2006.). |
|
|
|
10.11
|
|
Form of Stock Unit Award used with non-employee directors under the 2006 Equity Incentive
Plan (Incorporated by reference from the Registrants Current Report on Form 8-K filed on
May 17, 2006.). |
|
|
|
23
|
|
Consents of Experts and Counsel |
|
|
|
23.1
|
|
Consent of BDO Seidman LLP, Independent Registered Public Accounting Firm |
|
|
|
31
|
|
Certifications |
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
* |
|
management compensation plan or arrangement |